EXHIBIT 10.31

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ASSET AND STOCK PURCHASE AGREEMENT  Between  COVANCE INC.  and  COVANCE CLINICAL AND PERIAPPROVAL SERVICES LTD.  and  FISHER SCIENTIFIC INTERNATIONAL INC.  Dated as of December
 21, 2000

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|ARTICLE I DEFINITIONS                                                |  |   
|-------------------------------------------------------------------- |  | --
|SECTION 1.01 Certain Defined Terms                                   |  | 2 
|ARTICLE II PURCHASE AND SALE                                         |  |   
|SECTION 2.01 Purchase and Sale of the U.S. Shares                    |  | 10
|SECTION 2.02 Purchase and Sale of the Swiss Shares                   |  | 11
|SECTION 2.03 Purchase and Sale of the Assets                         |  | 11
|SECTION 2.04 Assumption and Exclusion of Liabilities                 |  | 13
|SECTION 2.05 Purchase Price                                          |  | 13
|SECTION 2.06 Allocation of Purchase Price                            |  | 14
|SECTION 2.07 Closing                                                 |  | 15
|SECTION 2.08 Closing Deliveries by the Sellers                       |  | 15
|SECTION 2.09 Closing Deliveries by the Purchasers                    |  | 16
|SECTION 2.10 Post-Closing Adjustment of Purchase Price               |  | 16
|ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS            |  |   
|SECTION 3.01 Organization, Qualification and Authority of the Parent |  | 18
|SECTION 3.02 Organization, Qualification and Authority of CCPS       |  | 18
|SECTION 3.03 Organization and Qualification of the U.S. Company      |  | 18
|SECTION 3.04 Capital Stock and Ownership of the U.S. Company         |  | 19
|SECTION 3.05 Organization and Qualification of the Swiss Company     |  | 19
|SECTION 3.06 Capital Stock and Ownership of the Swiss Company        |  | 19
|SECTION 3.07 Subsidiary                                              |  | 20
|SECTION 3.08 No Conflict                                             |  | 20
|SECTION 3.09 Consents and Approvals                                  |  | 21
|SECTION 3.10 Financial Information                                   |  | 21
|SECTION 3.11 Absence of Undisclosed Liabilities                      |  | 22
|SECTION 3.12 Absence of Certain Changes, Events and Conditions       |  | 22
|SECTION 3.13 Litigation                                              |  | 22
|SECTION 3.14 Compliance with Laws                                    |  | 22
|SECTION 3.15 Environmental Matters                                   |  | 22
|SECTION 3.16 Material Contracts                                      |  | 23
|SECTION 3.17 Transferred Intellectual Property                       |  | 24
|SECTION 3.18 Real Property                                           |  | 25
|SECTION 3.19 Assets                                                  |  | 26
|SECTION 3.20 Employee Benefit Matters                                |  | 26
|SECTION 3.21 Taxes                                                   |  | 29
|SECTION 3.22 Intercompany Arrangements                               |  | 31
|SECTION 3.23 Brokers                                                 |  | 31
|SECTION 3.24 Absence of Certain Business Practices                   |  | 31
|SECTION 3.25 Insurance                                               |  | 31
|SECTION 3.26 Exclusivity of Representations                          |  | 31
|ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER           |  |   
|SECTION 4.01 Organization and Authority of the Purchaser             |  | 32
|SECTION 4.02 Organization and Authority of the UK Purchaser          |  | 32
|SECTION 4.03 Organization and Authority of the Swiss Purchaser       |  | 32
|SECTION 4.04 No Conflict                                             |  | 33
|SECTION 4.05 Governmental Consents and Approvals                     |  | 33
|SECTION 4.06 Financing                                               |  | 33
|SECTION 4.07 Investment Purpose                                      |  | 33
|SECTION 4.08 Brokers                                                 |  | 33

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|ARTICLE V ADDITIONAL AGREEMENTS                                        |  |   
|---------------------------------------------------------------------- |  | --
|SECTION 5.01 Conduct of Business Prior to the Closing                  |  | 34
|SECTION 5.02 Access to Information                                     |  | 36
|SECTION 5.03 Confidentiality                                           |  | 36
|SECTION 5.04 Regulatory and Other Authorizations; Notices and Consents |  | 37
|SECTION 5.05 Non-Competition                                           |  | 37
|SECTION 5.06 Use of the Sellers' Names                                 |  | 39
|SECTION 5.07 Insurance Coverage                                        |  | 39
|SECTION 5.08 Intercompany Indebtedness                                 |  | 40
|SECTION 5.09 Horsham Facility                                          |  | 40
|SECTION 5.10 Guarantees                                                |  | 41
|SECTION 5.11 Transition Services                                       |  | 41
|SECTION 5.12 Reimbursement                                             |  | 43
|SECTION 5.13 Equipment Lease                                           |  | 43
|SECTION 5.14 Further Action                                            |  | 43
|ARTICLE VI EMPLOYEE MATTERS                                            |  |   
|SECTION 6.01 Employment                                                |  | 43
|SECTION 6.02 Provisions Related to U.S. Employees                      |  | 44
|SECTION 6.03 Provisions Related to UK Employees                        |  | 47
|SECTION 6.04 Provisions Related to Swiss Employees                     |  | 52
|SECTION 6.05 Employee Year 2000 Bonuses                                |  | 54
|SECTION 6.06 Employee Visas                                            |  | 54
|SECTION 6.07 Cooperation                                               |  | 55
|SECTION 6.08 Employee Benefits Indemnity                               |  | 55
|ARTICLE VII TAX MATTERS                                                |  |   
|SECTION 7.01 Indemnity                                                 |  | 55
|SECTION 7.02 Tax Covenants                                             |  | 56
|SECTION 7.03 Returns                                                   |  | 57
|SECTION 7.04 Filing of Amended Returns                                 |  | 58
|SECTION 7.05 Refunds and Credits                                       |  | 58
|SECTION 7.06 Contests                                                  |  | 59
|SECTION 7.07 Time of Payment                                           |  | 60
|SECTION 7.08 Cooperation and Exchange of Information                   |  | 60
|SECTION 7.09 Conveyance Taxes                                          |  | 61
|SECTION 7.10 Miscellaneous                                             |  | 62
|ARTICLE VIII Transfer of the Horsham Facility                          |  |   
|SECTION 8.01 Definitions                                               |  | 63
|SECTION 8.02 National Conditions.                                      |  | 63
|SECTION 8.03 Title                                                     |  | 63
|SECTION 8.04 Sale and Purchase                                         |  | 64
|SECTION 8.05 Matters affecting the Horsham Facility                    |  | 64
|SECTION 8.06 Deed of Covenant                                          |  | 65
|SECTION 8.07 Assurance                                                 |  | 65
|SECTION 8.08 Warranties                                                |  | 65
|SECTION 8.09 Planning Permissions                                      |  | 65
|ARTICLE IX CONDITIONS TO CLOSING                                       |  |   
|SECTION 9.01 Conditions to Obligations of the Sellers                  |  | 65
|SECTION 9.02 Conditions to Obligations of the Purchaser                |  | 66

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|ARTICLE X INDEMNIFICATION                                |  |   
|-------------------------------------------------------- |  | --
|SECTION 10.01 Survival of Representations and Warranties |  | 67
|SECTION 10.02 Indemnification by the Sellers             |  | 67
|SECTION 10.03 Indemnification by the Purchaser           |  | 67
|SECTION 10.04 Limits on Indemnification                  |  | 68
|SECTION 10.05 Notice and Defense of Claims               |  | 68
|SECTION 10.06 Tax Matters                                |  | 70
|SECTION 10.07 Exclusive Remedies                         |  | 70
|ARTICLE XI TERMINATION AND WAIVER                        |  |   
|SECTION 11.01 Termination                                |  | 70
|SECTION 11.02 Effect of Termination                      |  | 70
|SECTION 11.03 Waiver                                     |  | 71
|ARTICLE XII GENERAL PROVISIONS                           |  |   
|SECTION 12.01 Expenses                                   |  | 71
|SECTION 12.02 Currency                                   |  | 71
|SECTION 12.03 Notices                                    |  | 71
|SECTION 12.04 Public Announcements                       |  | 72
|SECTION 12.05 Headings                                   |  | 72
|SECTION 12.06 Time of Date                               |  | 73
|SECTION 12.07 Severability                               |  | 73
|SECTION 12.08 Entire Agreement                           |  | 73
|SECTION 12.09 Assignment                                 |  | 73
|SECTION 12.10 No Third Party Beneficiaries               |  | 73
|SECTION 12.11 Amendment                                  |  | 73
|SECTION 12.12 Governing Law                              |  | 74
|SECTION 12.13 Waiver of Jury Trial                       |  | 74
|SECTION 12.14 Counterparts                               |  | 74
|SECTION 12.15 Specific Performance                       |  | 74

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ASSET
AND STOCK PURCHASE AGREEMENT, dated as of December 21, 2000, between COVANCE INC., a Delaware corporation (the
"Parent") and COVANCE CLINICAL AND PERIAPPROVAL SERVICES LTD., a company incorporated in England and Wales
("CCPS") (the Parent and CCPS together referred to as the "Sellers"), and Fisher Scientific
International Inc., a Delaware corporation (the "Purchaser").

W I T N E S S E T H:

WHEREAS, the Parent owns all the issued and outstanding shares (the "U.S. Shares") of common stock, $0.01 par
value per share (the "U.S. Common Stock"), of Covance Pharmaceutical Packaging Services Inc., a Pennsylvania corporation (the
"U.S. Company"); and

WHEREAS,
the Parent owns all the shares (the "Swiss Shares"), at a nominal value of CHF 500 per share (the
"Swiss Capital Stock"), of Covance Pharmaceutical Packaging Services AG, a company organized under the laws of Switzerland (the
"Swiss Company"); and

WHEREAS,
the U.S. Company, the Swiss Company and CCPS are engaged in providing integrated contract pharmaceutical packaging services for clinical trials (the
"Business"); and

WHEREAS,
upon the terms and subject to the conditions set forth herein, the Purchaser desires to purchase the U.S. Company through a subsidiary of the Purchaser organized in Delaware
(the "U.S. Purchaser"), the Swiss Company through a subsidiary of the Purchaser organized in Switzerland (the "Swiss
Purchaser") and the relevant assets of CCPS through one or more subsidiaries of the Purchaser (subject to Section 7.10(f)) (together, the "UK
Purchaser") (the Purchaser, the U.S. Purchaser, the Swiss Purchaser and the UK Purchaser together referred to as the
"Purchasers").

WHEREAS,
the Parent desires to sell to the U.S. Purchaser, and the Purchaser desires to cause the U.S. Purchaser to purchase from the Parent, the U.S. Shares, upon the terms and
subject to the conditions set forth herein; and

WHEREAS,
the Parent desires to sell to the Swiss Purchaser, and the Purchaser desires to cause the Swiss Purchaser to purchase from the Parent, the Swiss Shares, upon the terms and
subject to the conditions set forth herein; and

WHEREAS,
CCPS is engaged in other businesses in addition to the Business; and

WHEREAS,
CCPS desires to sell to the UK Purchaser, and the Purchaser desires to cause the UK Purchaser to purchase from CCPS, the property and assets of CCPS used in the Business as
set forth hereunder, and in connection therewith the Purchaser desires to cause the UK Purchaser to assume certain liabilities of CCPS relating thereto, all upon the terms and subject to the
conditions set forth herein;

NOW,
THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Purchaser and the Sellers hereby agree as follows:

ARTICLE I    DEFINITIONS

SECTION
1.01Certain Defined Terms.As used in this Agreement, the following terms shall have the
following meanings:

"Acquires the Parent" means any transaction or series of related transactions (i) following which, the shareholders of the
Parent (who were shareholders immediately prior to the consummation of such transaction) own less than 50% of the voting stock of the surviving corporation, (ii) pursuant to which any Person
acquires all or substantially all of the consolidated assets of the Parent, or (iii) pursuant to which any Person not currently affiliated with the Parent obtains the right to elect a majority
of the Board of Directors of the Parent or any successor entity.

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"Action" means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

"Adjustment Amount" has the meaning specified in Section 2.10.

"Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, such specified Person.

"Agreement" or "this Agreement" means this Asset and Stock Purchase Agreement, dated as
of December 21, 2000, between the Sellers and the Purchaser (including the Exhibits hereto and the Disclosure Schedule) and all amendments hereto made in accordance with the provisions of
Section 12.11.

"Ancillary Agreements" means the Deed, the Lease Agreement, the Deed of Covenant and any other document reasonably required by the
Sellers or the Purchaser in connection with the transfer of the Real Property and the Intellectual Property pursuant to this Agreement.

"Assets" has the meaning specified in Section 2.03.

"Assumed Liabilities" has the meaning specified in Section 2.04.

"Benefit Plans" has the meaning specified in Section 3.20.

"Business" has the meaning specified in the recitals to this Agreement.

"Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be
closed in The City of New York.

"CCPS" has the meaning specified in the recitals to this Agreement.

"Closing" has the meaning specified in Section 2.07.

"Closing Date" has the meaning specified in Section 2.07.

"Code" means the Internal Revenue Code of 1986, as amended through the date hereof.

"Companies" means the U.S. Company and the Swiss Company (each of which is individually referred to as a
"Company").

"Confidentiality Agreement" has the meaning specified in Section 5.03.

"control" (including the terms "controlled by" and "under
common control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal
representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee personal
representative or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors
or similar body governing the affairs of such Person.

"Customer Contracts" means any contract, agreement or other arrangement pursuant to which CCPS or either Company provides services in
connection with the Business.

"DC Plan Participants" has the meaning specified in Section 6.02.

"Deed" means the deed to be executed by CCPS on the Closing Date in order to convey to the UK Purchaser all of CCPS's right, title and
interest in and to each parcel of Owned Real Property.

"Deed of Covenant" has the meaning specified in Section 8.06.

"demised premises" has the meaning specified in Section 5.09.

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"Dispute Notice" has the meaning specified in Section 2.10.

"Disclosure Schedule" means the Disclosure Schedule attached hereto, dated as of the date hereof, and forming a part of this Agreement.

"Diversified Company" has the meaning specified in Section 5.05.

"Encumbrance" means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge,
encumbrance, adverse claim, third party right, interest, possession, use or occupation, preferential arrangement, or restriction of any kind, including, without limitation, any restriction on the use,
voting, transfer, receipt of income or other exercise of any attributes of ownership.

"Environmental Laws" means all applicable laws, regulations, statutes, common law, ordinances, decrees, existing orders, other binding
legal requirements, whether foreign or domestic, in effect on or before the date hereof, relating to pollution, the protection of the environment, or the storage, handling, transportation, discharge,
release, or prevention or assessment of a release or threatened release of Hazardous Substances in the environment.

"Environmental Liability" means any written claim or demand, order, suit, obligation, liability, cost (including the cost of any
investigation, testing, compliance or remedial action), damages (consequential or direct), loss or expense (including reasonable attorneys' fees and expenses) arising out of, relating to or resulting
from any environmental matter or condition and related in any way to the Assets, the Business, the assets or properties of the Companies or the Subsidiary, the Companies or the Subsidiary or to this
Agreement or its subject matter, in each case whether arising or incurred before, on or after the Closing Date.

"ERISA" has the meaning specified in Section 3.20.

"Excluded Assets" has the meaning specified in Section 2.03.

"Excluded Liabilities" has the meaning specified in Section 2.04.

"Final Adjustment Date" means (i) December 31, 2000, if the Closing Date is on or before January 15, 2001, or
(ii) if the Closing Date is after January 15, 2001, (A) the first day of the month in which the Closing occurs, if the Closing Date is no later than the fifteenth day of such
month, or (B) the last day of the month in which the Closing occurs, if the Closing Date is later than the fifteenth day of such month.

"Final Balance Sheet" has the meaning specified in Section 2.10.

"Final Statement of Working Capital" has the meaning specified in Section 2.10.

"Final Working Capital" has the meaning specified in Section 2.10.

"Financial Statements" has the meaning specified in Section 3.10.

"Foreign Benefit Plan" has the meaning specified in Section 3.20.

"Governmental Authority" means any United States federal, state or local or any foreign (including the European Union, United Kingdom
and Switzerland) government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

"Guarantee" has the meaning specified in Section 5.10.

"Hazardous Substances" has the meaning specified in Section 3.15.

"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any
Governmental Authority.

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"Horsham Facility" means the freehold property owned by CCPS, known as land lying to the northwest of Langhurstwood Road, Langhurst,
Horsham, West Sussex, United Kingdom.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder.

"Indebtedness" means, with respect to any Person, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (c) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person and (d) all obligations of such Person as lessee under leases that have been or should be, in accordance with U.S. GAAP, recorded as
capital leases.

"Indemnified Party" has the meaning specified in Section 10.05.

"Indemnifying Party" has the meaning specified in Section 10.05.

"Independent Accounting Firm" has the meaning specified in Section 2.10.

"Intellectual Property" means all (a) patent and patent applications and patent improvements, (b) trademarks, service
marks, logos, trade names and corporate names and registrations and applications for registrations thereof, (c) copyrights, whether registered or not registered, and registrations and
applications for registration thereof, including software, web sites, mask works and other semiconductor chip rights and applications and (d) trade secrets, formulas, inventions,
know-how, manufacturing and production processes and techniques and other proprietary business and intellectual property rights, all of which is used in the conduct of the Business.

"Intercompany Services" has the meaning specified in Section 3.22.

"Interim Financial Statements" has the meaning specified in Section 3.10.

"Inventories" means all inventory, merchandise, finished goods, and raw materials, packaging, supplies and other personal property
primarily related to the Business, maintained, held or stored by or for CCPS on the Closing Date and any prepaid deposits for any of the same.

"IRS" means the Internal Revenue Service of the United States.

"knowledge of the Seller Parties" means the actual knowledge, after due inquiry, of (i) William E. Klitgaard, Christopher A.
Kuebler, Michael Giannetto, Charles C. Harwood, Jr., Howard Moody, F. John Mills, Stephen J. Sullivan, Joseph L. Herring, Alan Horgan, which persons, as of the date hereof, are the sole "executive
officers" of the Parent within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, (ii) Warren T. Meltzer, Ross Hyams, Marc S. Ginsky and Anthony D'Adamio,
which persons, as of the date hereof, are the sole attorneys of the Parent's legal department, and (iii) Michael Ivers, Heinz Stamm, Thaddeus Boland, Elisabeth Flury-Furter, Astrid Frank,
Evelyn Carfagno, Stephen Griggs, Michael McNear, Steven Uebele, Wolf-Peter Sheve and Anthony Frankland.

"Law" means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, requirement or rule of common
law.

"Lease Agreement" has the meaning specified in Section 5.09.

"Leased Real Property" means the real property listed on Section 3.18 of the Disclosure Schedule, together with, to the extent
leased by CCPS, the Companies or the Subsidiary, all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of
personal property of the Seller Parties or the Subsidiary attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing.

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"Liabilities" means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or
unmatured or determined or determinable, including, without limitation, those arising under any Law (including, without limitation, any Environmental Law), Action or Governmental Order.

"Licensed Intellectual Property" means all Intellectual Property licensed or sublicensed to the U.S. Company, the Swiss Company or
CCPS.

"Loss" has the meaning specified in Section 10.02.

"Material Adverse Effect" means any change in, or effect on, the Business as currently conducted that is materially adverse to the
business, results of operations or financial condition of the Business, taken as a whole, except for any such changes or effects arising out of or resulting from (a) an event or series of
events or circumstances affecting (i) the pharmaceutical and biotechnology industries generally in any country in which the Business operates or (ii) the United States economy generally
or the economy generally of any other country in which the Business operates, or (b) the sale or the proposed sale of the Business to the Purchasers or the announcement thereof, including,
without limitation, any cancellation or termination (or any notification with respect thereto) of any Customer Contract.

"Material Contracts" has the meaning specified in Section 3.16.

"National Conditions" has the meaning specified in Section 5.09.

"Non-Competition Purchase Price" has the meaning specified in Section 5.05.

"Offset Amount" means (i) $951,404 or (ii) $1,265,908 in the event that the payment listed on Schedule 2.10 is not
required to be paid and is not paid by the Purchaser on or prior to the Closing.

"Owned Intellectual Property" means all Intellectual Property in and to which the U.S. Company, the Swiss Company or CCPS holds, or has
a right to hold, right, title and interest.

"Owned Real Property" means the real property listed on Section 3.18 of the Disclosure Schedule, together with all buildings and
other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of CCPS, the Companies or the Subsidiary attached
or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing.

"Parent" has the meaning specified in the recitals to this Agreement.

"Payment Due Date" has the meaning specified in Section 5.11.

"Permitted Encumbrances" means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding
shall have been commenced: (a) liens for taxes, assessments and governmental charges or levies not yet due and payable; (b) Encumbrances imposed by Law, such as materialmen's,
mechanics', carriers', workmen's and repairmen's liens and other similar liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than
30 days and (ii) are not in excess of $5,000 in the case of a single property or $50,000 in the aggregate at any time; (c) pledges or deposits to secure obligations under workers'
compensation laws or similar legislation or to secure public or statutory obligations; and (d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title
to real property that (i) were not incurred in connection with any Indebtedness, (ii) do not render title to the property encumbered thereby less marketable and (iii) do not,
individually or in the aggregate, adversely affect in any material respect the value of or the use of such property for its present purposes or the operation of the Business.

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"Person" means any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well
as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

"Purchase Price" has the meaning specified in Section 2.05.

"Purchase Price Bank Account" means a bank account to be designated by the Sellers in a written notice to the Purchaser at least three
Business Days before the Closing Date.

"Purchaser" has the meaning specified in the recitals to this Agreement.

"Purchaser Benefit Plans" has the meaning specified in Section 6.02.

"Purchaser DC Plan" has the meaning specified in Section 6.02.

"Purchasers" has the meaning specified in the recitals to this Agreement.

"Purchasers' Accountants" means Deloitte & Touche LLP, independent accountants of the Purchasers.

"Real Property" means the Leased Real Property and the Owned Real Property.

"Receivables" means any and all accounts receivable, notes and other amounts receivable from third parties (other than the Sellers or
their Affiliates) including, without limitation, customers and employees, arising from the conduct of, or generated by, the Business before the Closing Date, whether or not in the ordinary course,
together with any unpaid financing charges accrued thereon.

"Reference Working Capital" means $14,566,000.

"Regulations" means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury
with respect to the Code or other federal tax statutes.

"Restricted Period" has the meaning specified in Section 5.05.

"Retained Names and Marks" has the meaning specified in Section 5.06.

"Returns" has the meaning specified in Section 3.21.

"Schantz Loan" means all amounts owing by the Subsidiary under the Note Purchase and Participation Agreement with the Teachers
Insurance and Annuity Association of America dated as of December 6, 1999, and all amounts owing under the Operative Documents, as defined therein.

"Seller Parties" means the Sellers and the Companies (each of which is individually referred to as a "Seller
Party").

"Sellers" has the meaning specified in the recitals to this Agreement.

"Sellers' Accountants" means PricewaterhouseCoopers LLP, independent accountants of the Sellers.

"Seller DC Plan" has the meaning specified in Section 6.02.

"Shares" means the U.S. Shares and the Swiss Shares.

"Straddle Period" has the meaning specified in Section 7.01.

"subsidiaries" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more
intermediaries, is controlled by such specified Person.

"Subsidiary" has the meaning specified in Section 3.07.

"Swiss Company" has the meaning specified in the recitals to this Agreement.

"Swiss Capital Stock" has the meaning specified in the recitals to this Agreement.

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"Swiss Former Employees" has the meaning specified in Section 6.04.

"Swiss Pension Plans" has the meaning specified in Section 6.04.

"Swiss Purchaser" has the meaning specified in the recitals to this Agreement.

"Swiss Purchaser Benefit Plans" has the meaning specified in Section 6.04.

"Swiss Shares" has the meaning specified in the recitals to this Agreement.

"Swiss Transferred Employees" has the meaning specified in Section 6.04.

"Tax" or "Taxes" means any and all taxes, fees, levies, duties, tariffs, imposts,
assessments, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any government or taxing
authority, including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll,
employment, social security, workers' compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or
gains taxes; license, registration and documentation fees; and customs' duties, tariffs, and similar charges.

"Tax Claim" means a proposed assessment or claim made by any Tax authority in an audit or administrative or judicial proceeding, or
otherwise, which, if successful, would be grounds for indemnification by the Sellers under Article VII.

"Termination Date" has the meaning specified in Section 11.01.

"Territory" has the meaning specified in Section 5.05.

"Third Party Claims" has the meaning specified in Section 10.05.

"Transferred Employees" means (a) any person actively employed by either of the Companies on the Closing Date; (b) any
person who is on an approved paid or unpaid leave of absence or short-term disability leave and any other employees who have the legal or contractual right to be re-employed by
either of the Companies; and (c) any other person employed by CCPS, the Parent or any other Affiliates of the Parent listed on Section 6.01 of the Disclosure Schedule.
Section 6.01(a) of the Disclosure Schedule lists persons in subsection (b) as of the date hereof.

"Transferred Intellectual Property" means the Licensed Intellectual Property and the Owned Intellectual Property.

"Transition Period" has the meaning specified in Section 5.11.

"Transition Services" has the meaning specified in Section 5.11.

"UK Employment Regulations" has the meaning specified in Section 6.03.

"UK Purchaser" has the meaning specified in the recitals to this Agreement.

"UK Purchaser Benefit Plans" has the meaning specified in Section 6.03.

"UK Transferred Employees" has the meaning specified in Section 6.03.

"U.S. Company" has the meaning specified in the recitals to this Agreement.

"U.S. Common Stock" has the meaning specified in the recitals to this Agreement.

"U.S. Former Employees" has the meaning specified in Section 6.02.

"U.S. GAAP" means United States generally accepted accounting principles and practices in effect from time to time applied consistently
throughout the periods involved.

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"U.S. Purchaser" has the meaning specified in the recitals to this Agreement.

"U.S. Purchaser Benefit Plans" has the meaning specified in Section 6.02.

"U.S. Shares" has the meaning specified in the recitals to this Agreement.

"U.S. Transferred Employees" has the meaning specified in Section 6.02.

"VAT" has the meaning specified in Section 2.05.

"Working Capital" means, as of any date, "accounts receivable, net" and "inventory" less "accounts payable/accrued liabilities" of the
Business, each as determined in accordance with U.S. GAAP in a manner consistent with the preparation of the Financial Statements for the fiscal year ended 1999, provided that for this purpose accrued
liabilities (i) shall not include any accrual for employee bonuses and (ii) shall include an accrual for Taxes of the Companies and the Subsidiary not yet paid by them as of the Closing
Date (after taking into account prior estimated and actual tax payments and other available tax benefit items) for any taxable period (or part thereof) ending on or before the Closing Date for which a
Return is not yet filed as of the Closing Date or for which a Return has been filed but a Tax assessment has been received that is not contested and, in each case, which Taxes are due and payable to a
Tax authority by the U.S. Company, the Swiss Company or the Subsidiary after the Closing Date, but such accrual for Taxes shall exclude (A) Taxes for which the Purchaser is liable under
Section 7.09, (B) Taxes allocable to the Sellers under Section 7.01(b)(i), and (C) Taxes with respect to which any Company or the Subsidiary has filed (or is required to
file) a Return with any Seller or any of its Affiliates on a consolidated, combined, unitary or similar basis. Working Capital shall not include any item constituting an Excluded Asset or an Excluded
Liability.

"Year 2000 Bonuses" has the meaning specified in Section 6.05.

ARTICLE II    PURCHASE AND SALE

SECTION
2.01Purchase and Sale of the U.S. Shares.On the terms and subject to the conditions of this
Agreement, on the Closing Date, the Parent shall sell to the U.S. Purchaser and the Purchaser shall cause the U.S. Purchaser to purchase from the Parent the U.S. Shares.

SECTION
2.02Purchase and Sale of the Swiss Shares.On the terms and subject to the conditions of this
Agreement, on the Closing Date, the Parent shall sell to the Swiss Purchaser and the Purchaser shall cause the Swiss Purchaser to purchase from the Parent the Swiss Shares.

SECTION
2.03Purchase and Sale of the Assets.(a) On the terms and subject to the conditions of
this Agreement, CCPS agrees to sell, assign, transfer, convey and deliver to the UK Purchaser or cause to be sold, assigned, transferred, conveyed and delivered to the UK Purchaser, and the Purchaser
agrees to cause the UK Purchaser to purchase and accept from CCPS, on the Closing Date, all of CCPS's right, title and interest in and to all the assets and properties primarily used in the Business
(except as set forth below), other than the Excluded Assets (the assets and properties to be purchased by the UK Purchaser being referred to as the "Assets"), including, without limitation, CCPS's
right, title and interest in and to the following:



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(b)
The Assets shall exclude CCPS's right, title and interest in and to the following assets (the "Excluded Assets"):



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SECTION
2.04Assumption and Exclusion of Liabilities.(a) On the terms and subject to the
conditions of this Agreement, the Purchaser shall cause the UK Purchaser, on the Closing Date, to assume and pay, perform and discharge in accordance with past practice all Liabilities of CCPS as at
the Closing Date arising out of or relating to the Business, whether or not accrued or arising before or after the Closing, except for the Excluded Liabilities (the "Assumed Liabilities").

(b)
CCPS shall retain, and shall be responsible for paying, performing and discharging when due, and the UK Purchaser shall not assume or have any responsibility for, each of the
following Liabilities of CCPS as of the Closing Date (the "Excluded Liabilities"):



SECTION
2.05Purchase Price.(a) Subject to the adjustments set forth in Section 2.10,
the aggregate purchase price for the Shares and the Assets shall be $127.5 million (as may be adjusted pursuant to Section 2.10, the "Purchase Price"). The Purchase Price shall be paid
at Closing as follows:



(b)
All amounts payable under this Agreement, unless specifically stated otherwise, are payable exclusive of any United Kingdom Value Added Tax
("VAT"), which may be payable on such amounts.

SECTION
2.06Allocation of Purchase Price.The Purchase Price shall be allocated as follows:
(i) to the Parent, $57.5 million in exchange for its transfer of the U.S. Shares to the U.S. Purchaser; (ii) to the Parent, $35 million in exchange for its transfer of the
Swiss Shares to the Swiss Purchaser; and (iii) to CCPS, $35 million in exchange for its transfer of the Assets to the UK Purchaser, provided that any Purchase Price so allocated shall be
adjusted appropriately to take into account any post-Closing adjustment of the Purchase Price as set forth in Section 2.10 in respect of the U.S. Company, the Swiss Company, and the
Business conducted by CCPS. The parties acknowledge that the computations required under Section 2.10 shall be performed for each of the three relevant jurisdictions, and that the results of
such computations shall be reflected in the final adjusted Purchase Price allocated to such jurisdictions. As promptly as practicable, but in any event within 90 calendar

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days following the Closing Date, the Sellers shall prepare and deliver to the Purchasers a schedule in which the sum of the Purchase Price allocated to CCPS and the Assumed Liabilities is apportioned
among the Assets as of the Closing Date in accordance with the fair market values of the Assets transferred to the UK Purchaser as of the Closing Date. The Purchasers shall review such schedule and
may object to any items or apportionment set forth in the schedule. Upon any such objection, the parties shall negotiate in good faith to resolve any dispute and revise the apportionment schedule
within twenty (20) calendar days of its delivery to the Purchasers. In the event the parties are unable to resolve any dispute with respect to the apportionment schedule for the Assets, or any
dispute reflecting a change as a result of any adjustment in the Purchase Price, the parties shall submit the items remaining in dispute for resolution by the Independent Accounting Firm, which shall
resolve the disputed items within twenty (20) calendar days after submission. Upon final resolution of the dispute or determination of an adjustment to the Purchase Price, the items and
apportionment set forth in the schedule shall be appropriately adjusted to reflect final resolution or determination. The scope of the Independent Accounting Firm's review shall be limited to the
disputed items. The Sellers shall pay one-half, and the Purchaser shall pay one-half, of the Independent Accounting Firm's fees and expenses incurred in connection with the
resolution of the disputed items. For all Tax purposes, the Purchasers and the Sellers agree to report the transactions contemplated in this Agreement in a manner consistent with the allocation under
this Section 2.06, and that neither the Purchasers nor the Sellers shall take any position inconsistent therewith in any Tax Return and, unless otherwise required by the final determination of
Action by a Tax Authority, in any refund claim, in any litigation, or otherwise.

SECTION
2.07Closing.Subject to the terms and conditions of this Agreement, the sale and purchase of
the Shares and the Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the "Closing") to be held at the offices of Shearman &
Sterling, 599 Lexington Avenue, New York, New York at 10:00 A.M. New York time no later than five Business Days following the later to occur of the (a) expiration or termination of all
applicable waiting periods under the HSR Act, and (b) satisfaction or waiver of all other conditions to the obligations of the parties set forth in Article IX, or at such other place or
at such other time or on such other date as the Sellers and the Purchasers may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date").

SECTION
2.08Closing Deliveries by the Sellers.(a) At the Closing, the Sellers shall deliver to
the Purchasers a receipt for the Purchase Price and the Non-Competition Purchase Price.

(b) At
the Closing, the Parent shall deliver or cause to be delivered to the U.S. Purchaser stock certificates evidencing the U.S. Shares duly endorsed in blank, or
accompanied by stock powers duly executed in blank in proper form for transfer, accompanied by the requisite New York stock transfer stamp duty.

(c) At
the Closing, the Parent shall deliver or cause to be delivered to the Swiss Purchaser:



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(d) At
the Closing, (i) CCPS shall transfer or deliver or cause to be transferred or delivered to the Purchaser executed counterparts to the Ancillary
Agreements, and (ii) the Assets which are capable of transfer by delivery shall be deemed to be delivered to the Purchaser at Closing (with the intent that title shall pass by and upon such
delivery) and the Purchasers shall be deemed to take possession of such Assets at their respective business locations as of the Closing Date.

SECTION
2.09Closing Deliveries by the Purchasers.At the Closing, the Purchaser shall deliver to the
Sellers:



SECTION
2.10Post-Closing Adjustment of Purchase Price.The Purchase Price shall be subject
to adjustment after the Closing as specified in this Section 2.10:

(a) As
promptly as practicable, but in any event within 90 calendar days following the Closing Date, the Sellers shall deliver to the Purchasers (i) an audited
balance sheet (the "Final Balance Sheet") (the cost of such audit to be borne equally between the Sellers and the Purchaser) in respect of the Business,
together with a report thereon of the Sellers' Accountants that such statement fairly presents in all material respects the Business at the Final Adjustment Date in conformity with U.S. GAAP applied
on a basis consistent with the preparation of the Financial Statements for the fiscal year ended 1999, and (ii) a statement (the "Final Statement of Working
Capital") of the Working Capital in respect of the Business at the Final Adjustment Date (the "Final Working Capital") as
derived from the Final Balance Sheet. The Sellers shall cause the auditors to make available to the Purchaser all work papers used in connection with the preparation of the Final Balance Sheet.

(b) The
Final Statement of Working Capital delivered by the Sellers to the Purchasers shall be deemed to be and shall be final, binding and conclusive on the parties
hereto;provided, however,that the Purchaser may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that
the amounts reflected on the Final Statement of Working Capital were not determined in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements for the
fiscal year ended 1999;provided further, however,that the Purchaser shall have notified the Sellers in writing of each disputed item (the
"Dispute Notice"), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within twenty Business
Days of the Purchaser's receipt of the Final Statement of Working Capital. In the event of such a dispute, the Sellers and the Purchaser shall attempt to reconcile their differences in good faith. If
the Sellers and the Purchaser are unable to reach a resolution to each disputed item within ten Business Days after receipt by the Sellers of the Dispute Notice, the Sellers' Accountants and the
Purchasers' Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the
Sellers' Accountants and the Purchasers' Accountants are unable to reach a resolution as to all disputed amounts within ten Business Days after referral of the dispute by the Sellers and the U.S.
Purchaser to the Sellers' Accountants and the Purchasers' Accountants, the Sellers' Accountants and the Purchasers' Accountants shall submit the items remaining in dispute for resolution to an
independent accounting firm of international reputation mutually acceptable to the Sellers and the Purchaser (such accounting firm being referred to herein as the "Independent
Accounting Firm"), which shall, within twenty Business Days after such submission, determine and report to the Sellers and the Purchaser upon such remaining disputed items, and
such report shall be final, binding and conclusive on the Sellers and the Purchasers. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Sellers and the
Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully

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disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, the
Sellers' Accountants, the Purchasers' Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

(c) The
Final Statement of Working Capital shall be deemed final for the purposes of this Section 2.10 upon the earliest of (A) the failure of the
Purchaser to deliver a Dispute Notice to the Sellers within twenty Business Days of the Sellers' delivery of the Final Statement of Working Capital to the Purchasers, (B) the resolution of all
disputes, pursuant to Section 2.10(b), by the Sellers and the Purchaser, (C) the resolution of all disputes, pursuant to Section 2.10(b), by the Sellers' Accountants and the
Purchasers' Accountants and (D) the resolution of all disputes, pursuant to Section 2.10(b), by the Independent Accounting Firm. Within three Business Days of the Final Statement of
Working Capital being deemed final, a Purchase Price adjustment shall be made as follows:



(d) The
Purchaser agrees that following the Closing through the date that payment, if any, is made pursuant to Section 2.10(c), it shall, and it shall cause the
other Purchasers to, not take any actions with respect to any accounting books, records, policy or procedure on which the Final Statement of Working Capital is to be based that would make it
impossible, impracticable or difficult to calculate Working Capital in the manner and utilizing the methods required hereby.

(e) Any
payment required to be made by the Sellers or the Purchaser pursuant to Section 2.10 shall bear interest from the Closing Date through the date of
payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment
plus 2%.

ARTICLE III    REPRESENTATIONS AND WARRANTIES  OF THE SELLERS

As an inducement to the Purchaser to enter into this Agreement, the Sellers hereby, jointly and severally, represent and warrant to the Purchaser as follows:

SECTION
3.01Organization, Qualification and Authority of the Parent.The Parent is a corporation duly
organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its
obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements have been duly authorized, executed and delivered
by the Parent, and (assuming due authorization, execution and delivery by the other parties hereto) constitute legal, valid and binding obligations of the Parent enforceable against the Parent in
accordance with their terms.

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SECTION 3.02Organization, Qualification and Authority of CCPS.CCPS is a limited company incorporated
under English law which has been in continuous existence since incorporation and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its
obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. CCPS is duly licensed or qualified to carry on the Business as now conducted by CCPS and is in
good standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licencing or qualification necessary, except to the extent that any failure
to be so licensed or qualified would not result in a Material Adverse Effect. This Agreement and the Ancillary Agreements have been duly authorized, executed and delivered by CCPS, and (assuming due
authorization, execution and delivery by the parties hereto and thereto) constitute legal, valid and binding obligations of CCPS enforceable against CCPS in accordance with their terms.

SECTION
3.03Organization and Qualification of the U.S. Company.The U.S. Company is a corporation duly
organized, validly existing and in good standing under the laws of Pennsylvania. The U.S. Company is duly licensed or qualified to carry on the Business as now conducted by the U.S. Company and is in
good standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary, except to the extent that the failure
to be so licensed or qualified would not result in a Material Adverse Effect.

SECTION
3.04Capital Stock and Ownership of the U.S. Company.The authorized capital stock of the U.S.
Company consists of 1,200,000 shares of U.S. Common Stock and 1000 shares of convertible preferred stock. As of the date hereof, only 930,000 shares of U.S. Common Stock are issued and outstanding and
all such shares are validly issued, fully paid and non-assessable. None of the issued and outstanding shares of U.S. Common Stock were issued in violation of any preemptive rights. Except
as set forth in this Agreement and in Section 3.04 of the Disclosure Schedule, no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements, or
understandings of any kind obligating the U.S. Company or any of its shareholders, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of any class
of the U.S. Company, or any securities convertible into or exchangeable for any such shares, are outstanding, and no authorization therefore has been given. The U.S. Shares constitute all the issued
and outstanding capital stock of the U.S. Company and are owned of record and beneficially by the Parent free and clear of all Encumbrances. Upon consummation of the Closing, the U.S. Purchaser shall
acquire beneficial and record ownership of the U.S. Shares, free and clear of all Encumbrances other than Encumbrances created by or on behalf of the Purchaser or its Affiliates.

SECTION
3.05Organization and Qualification of the Swiss Company.The Swiss Company is a corporation
duly organized and validly existing under the laws of Switzerland. The Swiss Company is duly licensed or qualified to carry on the Business as now conducted by the Swiss Company and is in good
standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary, except to the extent that the failure to
be so licensed or qualified would not result in a Material Adverse Effect.

SECTION
3.06Capital Stock and Ownership of the Swiss Company.The Swiss Capital Stock consists
entirely of CHF 200,000 divided into 400 registered shares at a nominal value of CHF 500 per share. As of the date hereof, all such shares are validly issued and fully paid-in. The Swiss
Company does not have any authorized or conditional share capital. None of the issued and outstanding shares of Swiss Capital Stock were issued in violation of any preemptive rights. Except as set
forth in this Agreement and in Section 3.06 of the Disclosure Schedule, no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements, or understandings
of any kind obligating the Swiss Company or any of its shareholders, contingently or otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of any class of the Swiss
Company, or any securities convertible into or exchangeable for any such shares, are outstanding, and no authorization therefore has been given. The Swiss Shares constitute all the issued and
outstanding capital stock of the

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Swiss Company and are owned of record and beneficially by the Parent free and clear of all Encumbrances. Upon consummation of the Closing, the Swiss Purchaser shall acquire beneficial and record
ownership of the Swiss Shares, free and clear of all Encumbrances other than any Encumbrances created by or on behalf of the Purchaser or its Affiliates.

SECTION
3.07Subsidiary.(a) Schantz Road LLC, a subsidiary of the U.S. Company (the
"Subsidiary"), is a limited liability company, duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation. It is an entity that is disregarded as an entity
separate from the U.S. Company under Regulations section 301.7701-3(b). The Subsidiary is duly licensed or qualified to carry on the Business as now conducted by the Subsidiary and
is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of the Business makes such licensing or qualification necessary, except to the extent that the
failure to be so licensed or qualified would not result in a Material Adverse Effect.

(b) The
membership interests in the Subsidiary held by the U.S. Company (the "LLC Interests") constitute all the issued
and outstanding interests in the Subsidiary. As of the date hereof, the LLC Interests have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation
of any preemptive rights. Except as set forth in this Agreement and in Section 3.07 of the Disclosure Schedule, no subscriptions, options, warrants, conversion or other rights, agreements,
commitments, arrangements, or understandings of any kind obligating the Subsidiary or any of its members, contingently or otherwise, to issue or sell, or cause to be issued or sold, any membership
interests or units of any class of the Subsidiary, or any securities convertible into or exchangeable for any such membership interests or units, are outstanding, and no authorization therefore has
been given.

(c) Other
than the Subsidiary, there are no other corporations, partnerships, joint ventures, associations or other entities in which the U.S. Company or the Swiss
Company owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same.

(d) Upon
the wire transfer by the Purchaser of the amount specified by the Sellers for the repayment of the Schantz Loan, as contemplated by clause (i) of
Section 2.05, the Schantz Loan shall have been repaid in full, and none of the Companies or the Subsidiary shall have any obligations or liabilities with respect thereto and all Liens on the
assets of the U.S. Company and the Subsidiary in respect of the Schantz Loan shall terminate.

SECTION
3.08No Conflict.Assuming all consents, approvals, authorizations and other actions described
in, and notifications listed in, Section 3.09 of the Disclosure Schedule have been obtained or made, except as described in Section 3.08 of the Disclosure Schedule and except as may
result from any facts or circumstances relating solely to the Purchasers, the execution, delivery and performance of this Agreement by the Parent, and of this Agreement and the Ancillary Agreements by
CCPS, do not and will not (a) violate or conflict with the charter or By-laws (or similar organizational documents) of any Seller Party, (b) except as would not result in a
Material Adverse Effect, conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Business or by which any of the Assets
or any of the material assets or properties of any Company or
the Subsidiary are bound or affected, (c) except as would not result in a Material Adverse Effect, result in any breach of, or constitute a default (or event which with the giving of notice or
lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of any Encumbrance on any of
the Assets, or the material assets or properties of any Company or the Subsidiary, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise
or other instrument or arrangement relating to the Business to which one of the Seller Parties or the Subsidiary is a party or by which any of the Assets or the material assets or properties of any
Company or the Subsidiary is bound or affected, or (d) result in any breach of, or constitute a default (or event which

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with the giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of cancellation of, or result in the creation of any Encumbrance on, any of the Shares,
pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement relating to the Business by which any of the
Shares is bound or affected.

SECTION
3.09Consents and Approvals.The execution and delivery of this Agreement by the Parent, and of
this Agreement and the Ancillary Agreements by CCPS, do not, and the performance of this Agreement by the Parent, and of this Agreement and the Ancillary Agreements by CCPS will not, require any
consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (i) as described in Section 3.09 of the Disclosure
Schedule, (ii) the requirements of the HSR Act, (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent
the Parent or CCPS from performing any of their material obligations under this Agreement or any of the Ancillary Agreements, as the case may be, and would not result in a Material Adverse Effect, and
(iv) as may be necessary as a result of any facts or circumstances relating solely to the Purchasers.

SECTION
3.10Financial Information.The Sellers have delivered to the Purchasers true and complete
copies of (i) the audited statement of net assets of the Business for the fiscal years ended 1998 and 1999 and the related audited statements of income and cash flows, together with all related
notes and schedules thereto (all such financial statements being the "Financial Statements") and (ii) the unaudited statement of net assets of the Business as of September 30, 2000 and
the related unaudited statements of income and cash flows (all such financial statements being the "Interim Financial Statements"). The Financial Statements and the Interim Financial Statements,
(i) present fairly in all material respects the financial condition and results of operations of the Business as of the dates thereof or for the periods covered thereby, subject in the case of
the Interim Financial Statements to normal year-end adjustments, and (ii) were prepared in accordance with U.S. GAAP (other than the absence of the notes to the Interim Financial
Statements) applied on a basis consistent with past practice of the Business. The Financial Statements do not reflect the operations of any business or entity, or any assets or properties, not
included in the Assets or owned by the Companies or the Subsidiary or liabilities which are not part of the Business.

SECTION
3.11Absence of Undisclosed Liabilities.Except as disclosed or reserved against in the
Financial Statements or in Section 3.11 of the Disclosure Schedule, the Business has no liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or
otherwise, and whether due or to become due, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since September 30,
2000, and (ii) which, individually and in the aggregate, would not result in a Material Adverse Effect.

SECTION
3.12Absence of Certain Changes, Events and Conditions.To the knowledge of the Seller Parties,
since December 31, 1999 and except as disclosed in Section 3.12 of the Disclosure Schedule, the Business has been conducted in the ordinary course of business and consistent with past
practice, and, except as would not result in a Material Adverse Effect, there has not been:



SECTION
3.13Litigation.Except as set forth in Section 3.13 of the Disclosure Schedule,
(a) there are no claims, actions, proceedings or investigations pending, or to the knowledge of the Seller Parties threatened, against any Seller Party pertaining to the Business or any of the
Assets or the assets or properties of any Company or the Subsidiary or before any Governmental Authority that,

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individually or in the aggregate, would result in a Material Adverse Effect, and (b) none of the Seller Parties, the Subsidiary, the Assets or the assets or properties of any Company or the
Subsidiary is subject to any order, writ, judgment, injunction, decree, determination or award that would result in a Material Adverse Effect.

SECTION
3.14Compliance with Laws.Except as set forth in Section 3.14 of the Disclosure
Schedule and except for violations the existence of which would not result in a Material Adverse Effect, the operation of the Business is being and has been conducted in accordance with all applicable
Laws (other than Environmental Laws which are governed solely by Section 3.15) and Governmental Orders, and none of the Seller Parties nor the Subsidiary is in violation of any such Law or
Governmental Order.

SECTION
3.15Environmental Matters.(a) Except as set forth in Section 3.15 of the
Disclosure Schedule and except as would not result in a Material Adverse Effect, each of the Seller Parties and the Subsidiary is and has been in compliance with all applicable Environmental Laws and
no violation by any Seller Party or the Subsidiary is being alleged of any applicable Environmental Law relating to any of the assets or properties used in the operation of the Business by the Seller
Parties or the Subsidiary or the use or ownership thereof, or to the operation of the Business.

(b) Except
as set forth in Section 3.15 of the Disclosure Schedule and except as would not result in a Material Adverse Effect, no tank is located below ground
at any of the Real Property or any of the assets or properties used in the operation of the Business.

(c) Except
as set forth in Section 3.15 of the Disclosure Schedule and except as would not result in a Material Adverse Effect, the Seller Parties are not aware
of any release by the Seller Parties to soil or groundwater at any of the assets or properties used in the operation of the Business of hazardous substances, pollutants, contaminants, wastes
(including petroleum and petroleum products), and any other substances or materials, in any such case, in violation of any Environmental Laws ("Hazardous
Substances").

(d) Except
as set forth in Section 3.15 of the Disclosure Schedule, and except as would not result in a Material Adverse Effect, none of the Seller Parties have
sent, transported or otherwise conveyed from any of the assets or properties used in the operation of the Business Hazardous Substances to any other location from which there has been a release or
threatened release of Hazardous Substances for which the Seller Parties have been notified that the Seller Parties are liable or potentially liable for any Environmental Liabilities, as a responsible
party.

SECTION
3.16Material Contracts.(a) Section 3.16(a) of the Disclosure Schedule lists the
following contracts, commitments and agreements relating to the Business (each a "Material Contract", and collectively the "Material Contracts") in effect as of the date of this Agreement to which
CCPS, any Company or the Subsidiary is a party or that constitute an Asset:



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(b) Except
as disclosed in Section 3.16(b) of the Disclosure Schedule, (i) none of CCPS, the Companies or the Subsidiary is in default under the terms of
any Material Contract or in the payment of any
principal of or interest on any Indebtedness, except for defaults which, individually or in the aggregate, would not result in a Material Adverse Effect, (ii) to the knowledge of the Seller
Parties, no counterparty to any Material Contract is in material default thereunder, except to the extent that such default would not result in a Material Adverse Effect.

(c) Each
Material Contract is (i) a valid agreement, arrangement or commitment of one of CCPS, the Companies or the Subsidiary, enforceable against such party
and (ii) enforceable by such party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar Law affecting creditors'
rights generally.

SECTION
3.17Transferred Intellectual Property.(a) Except as described in Section 3.17
of the Disclosure Schedule or as would not result in a Material Adverse Effect, (i) one of CCPS, the Companies or the Subsidiary holds, or has a right to hold, all right, title and interest to,
or licenses or sublicenses, all the Transferred Intellectual Property, and (ii) no claim, action, suit or proceeding has been made or asserted or is pending against any of CCPS, the Companies
or the Subsidiary in connection with the operation of the Business or any of the Assets or material assets and properties of any of the Companies or the Subsidiary, either (A) based upon,
challenging or seeking to deny or restrict the use of any of the Transferred Intellectual Property in the operation of the Business, or (B) alleging that any services provided or products
manufactured or sold, or the use of the Transferred Intellectual Property in connection therewith, infringe the intellectual property rights of any third person. Except as described in
Section 3.17 of the Disclosure Schedule or as would not result in a Material Adverse Effect, (i) no third party is infringing the Transferred Intellectual Property, and (ii) the
operation of the Business, and the use of the Transferred Intellectual Property in connection therewith, do not infringe upon any intellectual property right of any third person, and
(iii) there exists no restrictions or Encumbrances on the use of the Transferred Intellectual Property other than any such restrictions arising out of licenses with third parties or as
otherwise set forth in the Disclosure Schedule.

(b) The
Transferred Intellectual Property, together with any Intellectual Property owned or licensed by the customers of the Business, constitute all the material
intellectual property required to operate the Business in the ordinary course.

SECTION
3.18Real Property.(a) Section 3.18(a) of the Disclosure Schedule contains a
complete and correct list of all Owned Real Property setting forth the address and owner of each

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parcel of Owned Real Property. Each of CCPS, the Companies and the Subsidiary, as the case may be, has good, valid and marketable fee simple title to the Owned Real Property free and clear of all
Encumbrances other than Permitted Encumbrances. The Owned Real Property constitutes all of the real property owned in fee by CCPS, the Companies and the Subsidiary relevant to the Business.
Section 3.18(a) of the Disclosure Schedule contains a complete and correct list of all Leased Real Property setting forth the address, landlord and tenant. The Sellers, the Companies or the
Subsidiary, as the case may be, have or has delivered to the Purchasers correct and complete copies of the leases and subleases for each of the Leased Real Property. Each of CCPS, the Companies and
the Subsidiary, as the case may be, (i) has good and valid title to the leasehold estate under its respective leases, free and clear of any Encumbrances other than Permitted Encumbrances and
(ii) enjoyed in all material respects peaceful and undisturbed possession under its respective leases for the Leased Real Property.

(b) Except
as described in Section 3.18(b) of the Disclosure Schedule, to the knowledge of the Seller Parties, there is no material violation of any Law
(including, without limitation, any building, planning or zoning Law), covenant, restriction or obligation relating to any of the Real Property.

(c) Except
as set forth in Section 3.18(c) of the Disclosure Schedule, the leases and subleases for the Leased Real Property are legal, valid, binding,
enforceable and in full force and effect and represent the entire agreement between the respective landlord and tenant with respect to such property, and will not cease to be legal, valid, binding,
enforceable and in full force and effect on terms identical to those currently in effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation
of the transactions contemplated by this Agreement constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease such as to
result in a Material Adverse Effect.

(d) None
of CCPS, the Companies or the Subsidiary nor, to the knowledge of the Seller Parties, any other party to such lease or sublease is in breach or default in any
material respect of such lease or sublease, and, to the knowledge of the Seller Parties, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit
termination, modification or acceleration under such lease or sublease such as would result in a Material Adverse Effect. Except as described in Section 3.18(d) of the Disclosure Schedule,
(i) the use and operation of the Real Property in the conduct of the Business, as currently conducted, does not violate in any material respect any instrument of record or agreement affecting
the Real Property and (ii) no material damage or destruction has occurred with respect to any of the Real Property.

SECTION
3.19Assets.(a) Except as disclosed in Section 3.19(a) of the Disclosure
Schedule, CCPS owns, leases or has the legal right to use the Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

(b) Except
as disclosed in Section 3.19(b) of the Disclosure Schedule, either one of the Companies or the Subsidiary, as the case may be, owns, leases or has the
legal right to use all the material assets and properties used or intended to be used in the Business as currently conducted by such Company or the
Subsidiary or otherwise owned, leased or used by one of the Companies or the Subsidiary, free and clear of all Encumbrances other than Permitted Encumbrances.

(c) The
Assets, Excluded Assets, the material assets and properties of the Companies and the Subsidiary and the Intercompany Services, constitute all the material
properties, assets and rights currently used or held for use in connection with or necessary for the conduct of the Business. The Assets, Excluded Assets, the material assets and properties of the
Companies and the Subsidiary and the Intercompany Services, assuming for purposes of this Section 3.19(c) only that the Purchaser were receiving the benefits of all of the Intercompany Services
under Section 5.11 hereunder, would be sufficient to allow the Purchasers to operate the Business in substantially the same manner as conducted by the Sellers prior to the Closing and in a
manner consistent with such operations that generated the results of operations reflected in the Financial Statements.

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SECTION 3.20Employee Benefit Matters.(a) With respect to each employee benefit plan, program,
arrangement and contract (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"))
sponsored, maintained or contributed to by either Seller, the Business or either Company for the benefit of employees of the Business who will be Transferred Employees or Former Employees of the
Business (as defined in Section 6.02(d)) (collectively, the "Benefit Plans"), the Sellers have made available to the Purchasers a true and correct copy of (i) the most recent annual
report (Form 5500) filed with the IRS, (ii) the documents governing such Benefit Plans, (iii) each trust agreement relating to such Benefit Plans, (iv) the most recent
summary plan description for each Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or valuation, if any, relating to a Benefit Plan and
(vi) the most recent determination letter, if any, issued by the IRS with respect to any Benefit Plan qualified under Section 401(a) of the Code. Each material Benefit Plan is listed on
Section 3.20(a) of the Disclosure Schedule.

(b) Except
as set forth on Section 3.20(b) of the Disclosure Schedule, with respect to the Benefit Plans, except as would not result in a Material Adverse
Effect, each Benefit Plan has been operated in all material respects in accordance with its terms and applicable Law. There are no pending or (to the knowledge of the Seller Parties) threatened claims
by or on behalf of any of the Benefit Plans, by any Transferred or Former Employee or otherwise involving any such Benefit Plan or the assets of any Benefit Plan (other than routine claims for
benefits).

(c) The
Sellers have made available to the Purchasers: (i) copies of all employment agreements with employees who will be Transferred Employees (other than
agreements with the UK Transferred Employees that are terminable on less than six months notice), (ii) copies of all severance agreements, programs and policies of the Sellers, the Companies or
the Business with or relating to employees who
will be Transferred Employees, (iii) copies of all plans, programs, agreements and other arrangements of the Sellers, the Companies or the Business with or relating to employees who will be
Transferred Employees that contain change in control provisions and (iv) copies of standard terms and conditions of employment for the UK Transferred Employees.

(d) Each
Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that such
Benefit Plan is so qualified and, to the knowledge of the Seller Parties, no fact or event has occurred since the date of such letter that could be reasonably construed as affecting the qualified
status of such Benefit Plan.

(e) None
of the Benefit Plans (i) is or has been a "defined benefit plan" (as defined in Section 414(j) of the Internal Revenue Code) or a multiemployer
plan within the meaning of Section 3(37) of ERISA and (ii) is subject to Title IV of ERISA. No fact or event has occurred that would reasonably result in any material Liabilities to the
Sellers or their Affiliates under Title IV of ERISA or result in the imposition of a tax by either Section 4975 of the Internal Revenue Code or Section 502(i) of ERISA. All
contributions required to be made under the terms of any Benefit Plan with respect to which Purchasers are assuming Liabilities have been made or accrued on the Financial Statements and adequate
accruals as required by U.S. GAAP for all other obligations under the Benefit Plans are reflected in the Financial Statements. Except as required by applicable Law, neither of the Companies nor the
Subsidiary has any Liability for post-termination retiree health and life benefits under any Benefit Plan.

(f)  Except
as set forth on Section 3.20(f) of the Disclosure Schedule, neither Seller nor the Business is a party to any collective bargaining or other labor
union, trade union or staff association contract applicable to persons who will be Transferred Employees and no collective bargaining agreement is being negotiated by either Seller that would be
applicable to such persons. As of the date hereof, there is no labor dispute, strike or work stoppage against the Sellers, the Companies or the Business pending or, to the knowledge of the Seller
Parties, threatened in writing which may interfere

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with the Business, except where such dispute, strike or other stoppage would not result in a Material Adverse Effect. As of the date hereof, none of the Sellers, the Companies, or the Business, or
their respective representatives or employees, has committed any unfair labor practices within the meaning of the National Labor Relations Act or any other unlawful act pertaining to the employment of
the employees in connection with the operation of the Business, and there is no charge or complaint against any Seller Party or the Business by the National Labor Relations Board or any comparable
state agency pending or threatened in writing with regard to the Business, except where such unfair labor practice, unlawful act, charge or complaint would not result in a Material Adverse Effect.

(g) None
of the Sellers, the Companies nor the Subsidiary has made any payments, nor is obligated under any agreement to make any payments that will not be deductible
under Code section 280G.

(h) With
respect to each Benefit Plan that is applicable to non-United States employees (each, a "Foreign Benefit
Plan"):



(i)
With respect to each UK Transferred Employee:



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SECTION
3.21Taxes.(a) Except as disclosed with reasonable specificity in
Section 3.21(a) of the Disclosure Schedule, (i) all returns, reports, forms, schedules, attachments, statements, and other similar declarations and documents
("Returns") in respect of Taxes required to be filed with respect to each Company, the Subsidiary, and the Assets have been timely filed, taking into
account all applicable extensions; (ii) all Taxes shown as due on such Returns have been paid; (iii) all such Returns are true, correct and complete in all material respects;
(iv) no adjustment relating to such Returns has been proposed in writing by any Tax authority; (v) no consent under Section 341(f) of the Code has been filed with respect to any
Company or the Subsidiary; (vi) there are no Tax liens on any assets of any Company, the Subsidiary, or the Business, or on any Assets except with respect to Taxes being contested in good faith
or Taxes for which payment is not yet due, (vii) none of the Assets that are being sold by CCPS pursuant to this Agreement represents a U.S. real property holding interest within the meaning of
Section 897 of the Code; (viii) none of the Companies nor the Subsidiary is required to include in income for any period after the Closing Date any adjustment pursuant to
section 481 of the Code (or any analogous provision of state, local, or foreign law) by reason of a change in accounting method initiated in a period prior to the Closing by the Sellers, such
entity or any Tax authority or pursuant to applicable legislation; (ix) none of the Companies nor the Subsidiary has any liability for the Taxes of any corporation (other than members of the
affiliated groups of which the Parent or Corning Incorporated are the common parents) under Regulations section 1.1502-6 (or any similar provision of state, local or foreign law),
or as a transferee or successor; (x) none of the Companies nor the Subsidiary is a party to any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement; and (xi) no
audit, dispute, Claim, or other proceedings in any court, Governmental Authority, or similar person is pending or proposed in writing in respect of Taxes due from, or with
respect to, any of the Companies, the Subsidiary or the Business, or any Tax Return filed by, or with respect to, any of the Companies, the Subsidiary or the Business.

(b) Except
as disclosed with reasonable specificity in Section 3.21(b) of the Disclosure Schedule: (i) there are no outstanding waivers or agreements
extending the statute of limitations for any period with respect to the assessment or collection of any Tax to which any Company, the Subsidiary or the Assets may be subject; (ii) there are no
requests from any Tax authority for information currently outstanding that involve the Taxes of any Company or the Assets; and (iii) without reference to the transactions contemplated by this
Agreement, there are no pending written reassessments of any real property owned by any Company or the Subsidiary or included among the Assets that, if adopted in their present form, could increase
the amount of any Tax to which any Company or the Subsidiary would be subject, or imposed upon the Assets.

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(c) (i) Section 3.21(c) of the Disclosure Schedule lists all Returns (federal, state and foreign) filed by each of the Companies and the Subsidiary that
involves a material amount of tax, in the case of the U.S. Company and the Subsidiary, for taxable periods ended afterJanuary 1, 1997, and in
the case of the Swiss Company, for taxable periods ended afterJanuary 1, 1995,and indicates for each such Return whether an audit has been
completed or the statute of limitations on assessment or collection of tax has lapsed; and (ii) the Sellers have delivered to the Purchasers correct and complete copies of all federal, state
and foreign Returns, examination reports from Taxing authorities, and statements of deficiencies involving a material amount of Taxes assessed against, or agreed to by, the U.S. Company and the
Subsidiary since 1997 and the Swiss Company since 1995, except that, in the case of any Return or other item filed on a consolidated or combined basis, the Sellers shall only be required to deliver to
the Purchasers the portions of such Returns that relate directly to each Company or the Subsidiary determined on a stand-alone basis.

(d) Except
as disclosed with reasonable specificity in Section 3.21(d) of the Disclosure Schedule, (i) CCPS is a registered and taxable person for the
purposes of the VATA 1994 (as defined in Section 7.02); (ii) the provisions of Part XV of the Value Added Tax Regulations 1995 (capital goods scheme) do not apply to any of the
Assets (with the exception of the Horsham Facility); (iii) no election has been, nor will before Closing be, made pursuant to paragraph 2 of Schedule 10 to the VATA 1994 in
relation to the Horsham Facility or any part of any of it; (iv) all documents (other than those which have ceased to have any legal effect) to which CCPS is a party and which are material to
the title to the Assets have been duly stamped, and no such documents which are outside the United Kingdom would attract stamp duty if they were brought into the United Kingdom;
(v) Section 3.21(d) of the Disclosure Schedule contains particulars of each of the Assets (if any) in respect of which industrial buildings allowances within Part 1 Capital
Allowances Act 1990 have been claimed, and such particulars are sufficient to enable the UK Purchaser to claim such industrial allowances which so far as CCPS is aware are available; and
(vi) no Asset will qualify as a long life asset for the purposes of Chapter IVA of Part II Capital Allowances Act 1990.

SECTION
3.22Intercompany Arrangements.Except as disclosed in Section 3.22 of the Disclosure
Schedule (such assets, services and facilities disclosed therein, the "Intercompany Services"), as of the date of this Agreement, (i) the Sellers and their Affiliates (not including the
Companies or the Subsidiary) do not provide any assets, services or facilities to the Business (including the portion of the Business conducted through CCPS) or any of the Companies or the Subsidiary,
and (ii) none of the Companies or the Subsidiary provides any assets, services or facilities to the Sellers or their Affiliates (not including the Companies or the Subsidiary).

SECTION
3.23Brokers.Except for Lazard Frères & Co. LLC, no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of
the Sellers. The Sellers are solely responsible for the fees and expenses of Lazard Frères & Co. LLC.

SECTION
3.24Absence of Certain Business Practices.No director, officer, employee or agent of any
member of the Companies has, directly or indirectly, within the past year, given or agreed to give any bribe, gift or other similar benefit or payment to any Person in a position to influence any
governmental official or authority which bribe, gift or other similar benefit or payment would subject the Business or any director, officer, employee or agent of the Business, to any damage or
penalty in any civil or criminal litigation or other proceeding by a Governmental Authority under the Foreign Corrupt Practices Act or any other similar statute.

SECTION
3.25Insurance.Section 3.25 of the Disclosure Schedule contains a complete and correct
list of all insurance policies currently maintained by or on behalf of the Business. The Sellers have delivered to or made available for inspection by the Purchaser complete and correct copies of all
such policies together with all riders and amendments thereto. Such policies are in full force and effect

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and shall remain in full force and effect until the Closing Date. All premiums due thereon up to the Closing Date have been paid or shall have been paid prior to Closing. The Sellers and the Companies
have complied in all material respects with the terms and provisions of such policies.

SECTION
3.26Exclusivity of Representations.The representations and warranties made by the Sellers in
this Agreement are in lieu of and are exclusive of all other representations and warranties, including without limitation any implied warranties. The Sellers hereby disclaim any such other or implied
representations or warranties, notwithstanding the delivery or disclosure to the Purchasers or its officers, directors, employees, agents or representatives of any documentation or other information
(including any financial projections or other supplemental data).

ARTICLE IV    REPRESENTATIONS AND WARRANTIES  OF THE PURCHASER

As an inducement to the Sellers to enter into this Agreement, the Purchaser hereby represents and warrants to the Sellers as follows:

SECTION
4.01Organization and Authority of the Purchaser.The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is
a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is party have
been duly authorized, executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the other parties thereto) constitute legal, valid and binding obligations of
the Purchaser enforceable against the Purchaser in accordance with their terms.

SECTION
4.02Organization and Authority of the UK Purchaser.As of the Closing, the UK Purchaser will
be (i) a limited company incorporated under English law which will have been in continuous existence since incorporation, and/or (ii) a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation, and will have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which
it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing, this Agreement the Ancillary Agreements to
which it is a party will have been duly authorized, executed and delivered by the UK Purchaser, and (assuming due authorization, execution and delivery by the other parties thereto) constitute legal,
valid and binding obligations of the UK Purchaser enforceable against the UK Purchaser in accordance with their terms. The Purchaser shall cause the UK Purchaser to declare that it will, at Closing,
be a taxable person for value added tax purposes.

SECTION
4.03Organization and Authority of the Swiss Purchaser.As of the Closing, the Swiss Purchaser
will be a corporation duly organized, validly existing and in good standing under the laws of Switzerland and has all necessary corporate power and authority to enter into this Agreement and the
Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing, this Agreement
and the Ancillary Agreements to which it is a party will have been duly authorized, executed and delivered by the Swiss Purchaser, and (assuming due authorization, execution and delivery by the other
parties thereto) constitute legal, valid and binding obligations of the Swiss Purchaser enforceable against the Swiss Purchaser in accordance with their terms.

SECTION
4.04No Conflict.Assuming all consents, approvals, authorizations and other actions described
in Section 3.09 have been obtained and all filings and notifications listed in Section 3.09 of the Disclosure Schedule have been made, except as may result from any facts or
circumstances relating

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solely to the Sellers, the execution, delivery and performance of this Agreement by the Purchasers do not and will not (a) violate or conflict with the charter or By-laws (or
similar organizational documents) of any of the Purchasers, (b) conflict with or violate any Law or Governmental Order applicable to any of the Purchasers or (c) conflict with, or result
in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of
termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of any of the Purchasers pursuant to,
any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which such Purchaser is a party or by which any of such
assets or properties is bound or affected, which would have a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated by this Agreement or the Ancillary
Agreements to which it is a party.

SECTION
4.05Governmental Consents and Approvals.The execution, delivery and performance of this
Agreement and the Ancillary Agreements to which it is a party by the Purchasers do not and will not require any consent, approval, authorization or other order of, action by, filing with or
notification to, any Governmental Authority, except (a) as described in a writing given to the Sellers by the Purchasers on the date of this Agreement and (b) the requirements of the HSR
Act.

SECTION
4.06Financing.The Purchaser has sufficient funds available to consummate the transactions
contemplated by, and perform its obligations under, this Agreement, the Ancillary Agreements to which it is party, and any certificate or other document delivered pursuant to this Agreement or the
transactions contemplated hereby and to pay the fees and expenses it incurs in connection with such transactions and obligations.

SECTION
4.07Investment Purpose.The Purchaser is acquiring the Shares through the U.S. Purchaser and
the Swiss Purchaser solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof. The UK Purchaser declares its intention to use the
Assets in carrying on the Business in the United Kingdom following the Closing.

SECTION
4.08Brokers.No broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchasers.

ARTICLE V    ADDITIONAL AGREEMENTS

SECTION
5.01Conduct of Business Prior to the Closing.The Sellers covenant and agree that, between the
date of this Agreement and the Closing Date, except as set forth in Section 5.01 of the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless the Purchaser
shall otherwise agree in writing (such agreement not to be unreasonably withheld or delayed):

(a) The
Seller Parties shall conduct the Business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, the Seller
Parties will use all reasonable efforts to (i) preserve substantially intact the business organization and preserve its relationships with its customers, suppliers and others to preserve the
goodwill of the Business, and (ii) keep available the services of its present officers and significant employees, provided that none of the Seller Parties shall be required to increase the
compensation of, or provide any other retention incentive to, any such officers or employees beyond that currently provided;provided, however,that no
action by any Seller Party or the Subsidiary with respect to matters specifically addressed by any provision of Section 5.01(b) shall be deemed a breach of this Section 5.01(a) unless
such action would constitute a breach of any such provision of Section 5.01(b).

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(b) The Seller Parties shall not, and shall cause the Subsidiary to not, with respect to the Business:



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SECTION
5.02Access to Information.(a) From the date hereof until the Closing, upon reasonable
notice, CCPS shall, and shall cause each of its officers, directors, employees, agents, accountants and counsel engaged primarily in the Business, and the Parent shall cause the Companies and each of
the Companies' officers, directors, employees, agents, accountants and counsel, to afford the officers, employees and authorized agents, accountants, counsel, financing sources and representatives of
the
Purchasers reasonable access, during normal business hours and upon reasonable notice, to the offices, properties, plants, other facilities, books and records of the Business; provided, however, that
such investigation shall not unreasonably interfere with the business or operations of any of the Seller Parties.

(b) In
order to facilitate the resolution of any claims made by or against any Seller Party or the Subsidiary prior to the Closing, for a period of seven years after
the Closing, the Purchasers shall (i) retain the books and records of CCPS, the Companies and the Subsidiary which are transferred to the Purchasers pursuant to this Agreement relating to
periods prior to the Closing in a manner reasonably consistent with the prior practices of CCPS, the Companies and the Subsidiary, (ii) upon reasonable notice, afford the officers, employees,
authorized agents, accountants, counsel and representatives of the Seller Parties and the Subsidiary reasonable access (including the right to make, at such party's expense, photocopies), during
normal business hours, to such books and records, (iii) upon reasonable notice, furnish to the officers, employees, authorized agents, accountants, counsel and representatives of the Seller
Parties or the Subsidiary, as the case may be, such additional financial and other information regarding the Business as such party may from time to time reasonably request and (iv) upon
reasonable notice, make available to the Seller Parties or the Subsidiary, as the case may be, the employees of the Business and any successors whose assistance, testimony or presence is necessary to
assist such party in evaluating any such claims and in defending such claims, including the presence of such persons as witnesses in hearings or trials for such purposes; provided, however,that such
investigation shall not unreasonably interfere with the business or operations of the Purchasers; andprovided furtherthat any such information provided pursuant to this Section 5.02 shall not be disclosed to any third party not affiliated with
the Sellers, without the Purchaser's prior written consent.

SECTION
5.03Confidentiality.The terms of the letter agreement between the Purchaser and Lazard
Frères & Co. LLC dated October 13, 2000 (the "Confidentiality Agreement") are hereby incorporated by reference, and the parties hereto agree, and the Purchaser shall cause
the other Purchasers, to honor such terms as though they were a party thereto. The terms of the Confidentiality Agreement shall continue in full force and effect after the Closing, except in respect
of that portion of the Evaluation Materials (as defined in the Confidentiality Agreement) exclusively relating to the transactions contemplated hereby which shall terminate upon the Closing. If this
Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect.

SECTION
5.04Regulatory and Other Authorizations; Notices and Consents.(a) Each party hereto
shall use its best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of,
and the

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performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents,
orders and approvals. Each party hereto agrees to make an appropriate filing, if necessary, pursuant to
the HSR Act with respect to the transactions contemplated by this Agreement within five Business Days of the date hereof and to supply as promptly as practicable to the appropriate Governmental
Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. The parties hereto will not take any action that will have the effect of delaying,
impairing or impeding the receipt of any required approvals.

(b) The
Sellers shall use commercially reasonable efforts to obtain such third party consents as the Purchaser may reasonably deem necessary or desirable in connection
with the transfer of the Material Contracts (other than Customer Contracts), it being understood that (i) nothing in this Section 5.04 is intended to be a covenant that the Sellers shall
in fact obtain on the Purchasers' behalf any such consents, and (ii) obtaining such consents shall not be a condition to Closing. The Purchaser shall, and the Purchaser shall cause the other
Purchasers to, cooperate and use commercially reasonable efforts to assist the Sellers in obtaining such consents.

(c) The
Sellers and the Purchaser agree that, in the event any consent, approval or authorization necessary or desirable to preserve for the Business or the Purchasers
any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which CCPS, a Company or the Subsidiary is a party and which is to be transferred to the
Purchasers pursuant to Section 2.01, 2.02 and 2.03 is not obtained prior to the Closing, the Sellers will, subsequent to the Closing, cooperate with the Purchasers in attempting to obtain such
consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Sellers will use commercially reasonable efforts to provide
the Purchasers on a back-to-back or similar basis with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the
term of such lease, license, contract, commitment or other agreement or arrangement, and the Purchaser shall, or the Purchaser shall cause the other Purchasers to (i) assume the obligations and
burdens thereunder and (ii) indemnify the Sellers and their Affiliates for any claims by third parties arising out of, or relating to, such obligations and burdens of the Sellers assumed by the
Purchasers thereunder.

SECTION
5.05Non-Competition.(a) For a period of four years after the Closing (the
"Restricted Period"), the Parent shall not, and will cause its Affiliates not to, engage, directly or indirectly, in any business anywhere in North America or Europe (the "Territory") that provides
integrated contract pharmaceutical packaging services for clinical trials (the "Competing Service"); provided the foregoing shall not prohibit the Parent and its Affiliates from (i) acquiring,
directly or indirectly, securities listed on any national securities exchange or traded actively in the national over-the-counter market of any Person that provides the
Competing Service in the Territory, provided that the Parent does, and the Parent causes its Affiliates to, not, in the aggregate, own more than five percent of the outstanding voting power or common
stock of such Person; (ii) acquiring a company (the "Diversified Company") or a business having not more than 20% of its gross revenues attributable to providing the Competing Service as of the
Closing Date provided that the Parent and its Affiliates do not provide the Competing Service other than through the Diversified Company; and (iii) using sub-contractors that are
not Affiliates of the Parent to provide the Competing Service, provided that (A) the provision of the Competing Service is incidental to the supply of the products or services of the Parent or
its Affiliates
to the customers of the Parent or its Affiliates, and (B) unless such customers shall have specifically identified a third party as the provider of the Competing Service, the Parent shall, and
shall cause its Affiliates to, use their reasonable efforts in good faith (x) to offer the Purchasers the opportunity to bid on the sub-contract for such Competing Service and
(y) to make the Purchasers aware of the opportunity, and to bid on the contract, to provide the Competing Service directly to the customers of the Parent or its Affiliates if the Sellers make
any other third party

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provider of the Competing Service aware of such opportunity. Notwithstanding any of the foregoing, this Section 5.05 shall not prohibit any Person (or an Affiliate of such Person) that Acquires
the Parent from providing the Competing Service, provided that no such Person (or any Affiliate of such Person) may provide the Competing Service through the Parent or its subsidiaries.

(b) From
the Closing Date until the second anniversary thereof, neither the Parent nor any of their subsidiaries shall, without the prior written consent of the
Purchaser, directly or indirectly, have or engage, or directly or indirectly solicit for employment or other services, whether as an employee, officer, director, agent, consultant or independent
contractor, any Transferred Employee; provided that this Section 5.05 shall not prevent the Parent or their subsidiaries from (i) soliciting employment pursuant to a general
advertisement or (ii) employing any Transferred Employee who contacts the Parent or their subsidiaries on his or her own initiative without any direct or indirect solicitation by or
encouragement by the Parent or their subsidiaries other than any solicitation pursuant to a general advertisement.

(c) The
Purchaser agrees to pay $10 million (the "Non-Competition Purchase Price") to the Parent in
exchange for the covenant not to compete set forth in this Section 5.05, of which 60 percent is allocated to United States sources and 40 percent is allocated to
non-U.S. sources. For Tax purposes, the Parent and the Purchasers agree to report the Non-Competition Purchase Price in a manner consistent with this Section 5.05 and in
accordance with the allocation in this Section 5.05(c), and that neither the Purchasers nor the Sellers shall take any position inconsistent therewith in any Tax Return and, unless otherwise
required by the final determination of any Action by a Tax authority, in any refund claim, in any litigation, or otherwise.

(d) The
Parent agrees that any employment agreement entered into between the Purchaser or its Affiliates and Heinz Stamm or Michael Ivers in connection with the
transactions contemplated hereby, shall not be a violation of any non-competition agreements between such individuals and the Parent or its Affiliates, and the Parent agrees that it will
not take any enforcement action against such individuals for the breach of any such non-competition agreements in respect of any services they provide to the Purchaser or its Affiliates
after the Closing. Any and all employment obligations (other than any non-competition agreements, except as otherwise set forth in this Section 5.05(d)) of Heinz Stamm and Michael
Ivers to the Parent and its Affiliates shall be deemed terminated as of the Closing and such termination shall not constitute a breach of any such obligations.

SECTION
5.06Use of the Sellers' Names.Notwithstanding any other provision of this Agreement to the
contrary but subject to this Section 5.06, no interest in or right to use the name "Covance" or any other corporate name of the Sellers or their Affiliates (other than those listed in
Section 5.06 of the Disclosure Schedule) or any logo, trademark, service mark or trade name or any derivation thereof of the Sellers or their Affiliates with respect to, or associated with, the
foregoing or their businesses (collectively, the "Retained Names and Marks") is being transferred to the Purchasers pursuant to the transactions contemplated hereby, and except as otherwise provided
in this Section 5.06, the use of any Retained Names and Marks in connection with the Business by the Purchasers and their Affiliates shall cease as of the Closing Date. The Purchasers, on or
promptly following the Closing Date, will, and will cause their Affiliates (including, without limitation, the Companies) to, remove or obliterate all the Retained Names and Marks from their corporate
name (including, without limitation, appropriate amendments to the corporate charters of each Company), signs, purchase orders, invoices, sales orders, labels, letterheads, shipping documents, and
other items and materials of the Business and otherwise, and not to put into use after the Closing Date any such items and materials not in existence on the Closing Date that bear any Retained Name or
Mark or any name, mark or logo similar thereto, to another corporate name that does not include the name "Covance" or any name, mark or logo similar thereto. Notwithstanding the foregoing, the
Purchasers may, for a period of nine months from the Closing Date, use the Retained Names and Marks to identify the Business so long as such use is made in a manner intended to indicate that the
Business is

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no longer owned by the Sellers. Without limiting the generality of the previous sentence, the Purchasers, their Affiliates and the Companies may use any purchase orders, invoices, sales orders,
labels, letterheads, or shipping documents existing on the Closing Date that bear any Retained Name or Mark or any name, mark or logo similar thereto where the removal of any Retained Name or Mark or
any such similar name, mark or logo would be impractical or difficult until the earlier of the date those purchase orders, invoices, sales orders, labels, letterheads, or shipping documents are
finished or nine months following the Closing Date; provided, however, that the Purchaser shall, or shall cause their Affiliates (including, without limitation, the Companies) to, place a stamp, mark
or other notation on any such item that identifies each Company as an affiliate or business of any of the Purchasers (and not of either Seller). The Purchaser agrees that the Sellers and their
Affiliates shall have no responsibility for claims by third parties arising out of, or relating to, the use after the Closing Date by the Purchasers, the Companies or any Affiliate thereof of any
Retained Name or Mark, and the Purchaser shall indemnify the Sellers and their Affiliates with respect to any such claims.

SECTION
5.07Insurance Coverage.(a) As of the Closing, the Sellers shall have no obligation to
insure the Business, the Assets, the Companies or any of the assets or properties of any of the Companies or the Subsidiary against any Loss in and under any insurance policy of the Sellers or their
Affiliates, and the Purchasers shall have no rights or obligations with respect to any such policy. Notwithstanding the foregoing, at the Purchaser's expense, the Sellers shall cooperate with the
Purchasers in filing claims and shall promptly make the proceeds of such claims available to the Purchasers regarding any covered events that occurred prior to the Closing under the Sellers' policies
providing insurance coverage on a per-occurrence basis.

(b) The
Purchaser shall, or shall cause the other Purchasers to, procure and maintain insurance on the terms and conditions required by, and for the remaining term of,
all Customer Contracts to which either of the Companies is a party or which are transferred by CCPS hereunder, and which require a Seller Party to insure the customers thereunder against certain
liabilities set forth therein. All premiums, assessments and other charges incurred in maintaining such insurance in full force and effect, as well as the payment of any deductibles, shall be the sole
responsibility of the Purchasers.

(c) The
Sellers shall use its reasonable efforts to deliver to or make available for inspection and copying (at Purchaser's expense) by the Purchaser complete and
correct copies of all policies that are or have been in effect since the Sellers conducted the Business, together with all riders and amendments thereto.

SECTION
5.08Intercompany Indebtedness.Simultaneous with the Closing, there shall be no amounts owing
(i) from CCPS to any of its Affiliates or to the Parent or its Affiliates with respect to the Business, (ii) from the Parent or any of its Affiliates to CCPS or any of its Affiliates
with respect to the Business, (iii) from any of the Companies or Subsidiaries to the Parent or any of its Affiliates, and (iv) from the Parent or any of its Affiliates to any of the
Companies or Subsidiaries.

SECTION
5.09Horsham Facility.The Purchaser agrees to cause the UK Purchaser to lease to CCPS certain
portions of the property and facilities of the Horsham Facility, as described on Section 5.09 of the Disclosure Schedule (the "demised premises"), on the terms and conditions set forth in the
lease agreement substantially in the form attached hereto as Exhibit 5.09 (the "Lease Agreement"). CCPS agrees and the Purchaser agrees to cause the UK Purchaser to enter into the Lease
Agreement as of the Closing.

(a) CCPS
and the UK Purchaser agree to make a joint application to the Court pursuant to Section 38 of the Landlord and Tenant Act 1954 (as amended by
Section 5 of the Law of Property Act 1969) for an order authorising an agreement excluding, in relation to the Lease Agreement, the provisions of Sections 24 to 28 of the said Act, such
exclusion to be in the form of Clause 5.8 of the Lease Agreement and the parties shall use their best endeavours to obtain such order.

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(b) Insofar as the same are applicable and are not consistent with or varied by the express terms of this Agreement, this Agreement shall incorporate the National
Conditions of Sale (Twentieth Edition) ("National Conditions") as varied in the manner set out in Section 8.02.

(c) The
demised premises are to be demised together with all easements, rights and licenses attaching or appurtenant thereto and all buildings, structures and fixed and
non-severable plant, machinery and equipment thereon except:



but
subject to the easements, rent charges, covenants, restrictions, leases, tenancies (including statutory tenancies), licences, agreements, overriding interests (as defined in Section 70(1)
of the Land Registration Act 1925) and also are to be demised subject also to the rents, covenants and conditions reserved by or contained in the leases under which the same are respectively held.

(d) CCPS
shall raise no requisitions nor make any objection in respect of any of the above nor any matter arising before the Closing.

(e) CCPS
is deemed to take the demise with knowledge in all respects of the authorised uses of the Demised premises for the purposes of the enactments from time to time
in force relating to town and country planning.

SECTION
5.10Guarantees.The Purchaser shall use all reasonable efforts to cause the Sellers and their
Affiliates (other than the Companies) to be released as of the Closing, or as soon thereafter as possible, from the guarantee of the Sellers listed in Section 5.10 of the Disclosure Schedule
(the "Guarantee"). The Purchaser agrees to indemnify the Sellers and their Affiliates for any and all Losses incurred by the Sellers and their
Affiliates after the date of this Agreement arising out of the Guarantee, whether or not such Losses accrued prior to (other than any Losses with respect to which the Sellers are obligated to
indemnify the Purchaser under Section 10.02), on or after the Closing.

SECTION
5.11Transition Services.(a) The Parent shall provide, or cause to be provided, to the
Purchasers, solely for the benefit of the Business, such Intercompany Services as set forth in Exhibit 5.11 (each a "Transition Service" and collectively, the "Transition Services") for a
period beginning on the Closing Date and through the end of the term set forth in Exhibit 5.11 for each Transition Service (the "Transition Period"). The Parent shall use reasonable best
efforts to provide, or cause to be provided, the Transition Services during the Transition Period in a manner generally consistent with the manner and level of care with which such services were
previously performed by the Parent and its Affiliates in the conduct of the Business. The Purchaser shall, and shall cause the other Purchasers to, use their best efforts to replace the Transition
Services with equivalent services as soon as practicable, and in any event, prior to the expiration of the Transition Period, and the Parent shall use its reasonable efforts to assist the Purchasers
in obtaining such equivalent services.

(b) The
Purchaser hereby agrees to comply, and cause their Affiliates to comply, in all respects with the conditions set forth in Exhibit 5.11 for each
Transition Service during the relevant Transition Period. The Purchaser agrees that the Sellers and their Affiliates shall have no responsibility for claims by third parties arising out of, or
relating to, any breach by the Purchasers or any of their Affiliates of any of the conditions set forth in Exhibit 5.11 and the Purchaser shall indemnify the Sellers and their Affiliates with
respect to any such claims.

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(c) The Purchaser shall pay the Parent the charge for each Transition Service set forth in Exhibit 5.11. The Parent will present the Purchasers with monthly
invoices for the amounts due. The Purchaser shall pay, or cause to be paid, each invoice within fifteen (15) days of the date of delivery of the invoice to the Purchasers. Any late payment
shall bear interest from the fifteenth day of the date of the invoice (the "Payment Due Date") through the date of payment at the rate of interest
publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Payment Due Date to the date of such payment plus 4%.

(d) The
Purchasers shall be entitled, upon reasonable prior notice, to have reasonable access during business hours to the records of the Parent relating to the
Transition Services or to those records of any Affiliate of the Parent providing the Transition Services solely for the purpose of verifying the accuracy of charges for the Transition Services,
provided such access shall not unreasonably interfere with the business of the Parent and its Affiliates. Any information obtained under this Section 5.11 shall be kept confidential in
accordance with Section 5.03.

(e) The
obligations of the Parent to provide Transition Services shall be suspended during any period, and to the extent, in which the Parent is prevented or hindered
from complying therewith by any Law or Governmental Order or by any cause beyond the reasonable control of the Parent, including,
without limitation, acts of God, civil disturbances, acts of war or conditions arising out of or attributable to war (whether declared or undeclared), shortage of necessary equipment, materials or
labor, or restrictions thereon or limitations upon the use thereof. In such event, the Parent shall give notice of suspension and the cause thereof, and the Parent shall resume the performance of such
obligations as soon as reasonably practicable after the removal of the cause.

(f)  Notwithstanding
anything to the contrary in this Agreement, neither the Parent nor any of its Affiliates or any of their respective officers, directors, employees,
agents, representatives or attorneys-in-fact shall be liable to the Purchasers for any action taken or omitted to be taken by it or such person under or in connection with this
Agreement, except that the Parent shall be liable for direct losses incurred by the Purchasers arising out of the gross negligence or willful misconduct of the Parent or its respective officers,
directors, employees, agents or attorneys-in-fact in the performance of the Transition Services.

SECTION
5.12Reimbursement.In the event that the Purchaser is not required to make any or all payments
referred to in Section 5.12 of the Disclosure Schedule and does not make any such payment on or prior to the scheduled due date, the Purchaser agrees to (i) promptly notify the Sellers
of such event and (ii) within ten Business Days following such payment's scheduled due date, pay the amount of such payment to the Sellers.

SECTION
5.13Equipment Lease.As promptly as practicable after the payment of the amount in
Section 2.10 of the Disclosure Schedule (or after such time that the requirement for such payment is waived by Chase Equipment Leasing Inc.), the Parent shall transfer to the U.S.
Company, free and clear of all Liens, full right, title and interest in and to the equipment and other property in respect of which such payment shall have been made or waived, as the case may be.

SECTION
5.14Further Action.Each of the parties hereto shall use all reasonable efforts to take, or
cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Laws, and execute and deliver such documents and other papers, as may be
required to carry out the provisions of this Agreement and the Ancillary Agreements and consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements,
including by executing and delivery of such documents and taking such other actions as may be appropriate to evidence the release of the U.S. Company of its guaranty obligations in respect of
indebtedness of the Parent and the release of the Liens on assets of the U.S. Company and the Subsidiary securing the Schantz Loan. The Purchaser agrees that to the extent any obligations hereunder
are required to be performed by the U.S. Purchaser, the Swiss Purchaser or the UK

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Purchaser, the Purchaser shall cause such obligations to be performed in accordance with the terms of this Agreement.

ARTICLE VI    EMPLOYEE MATTERS

SECTION
6.01Employment.Except as otherwise provided herein, the Purchasers shall employ (or cause the
Business to employ or to continue to employ) on or after the Closing Date the Transferred Employees. Beginning on the Closing Date (but subject to Section 5.11) and through December 31,
2001, each U.S. Transferred Employee and Swiss Transferred Employee shall (a) be employed by the Purchasers or the Business at an annual rate of pay that is no less than the annual rate of pay
applicable to such U.S. Transferred Employee and Swiss Transferred Employee prior to the Closing Date, and (b) as set forth more specifically in Sections 6.02 and 6.04 shall receive benefits
that are substantially comparable in the aggregate to the benefits provided to the U.S. Transferred Employees and Swiss Transferred Employees as of the Closing Date, but in no event, less favorable
than benefits provided to similarly situated employees of the Purchaser. The provisions of the preceding sentence are subject, however, to the right of the Purchasers to terminate the employment of
any U.S. Transferred Employee and Swiss Transferred Employee during such period after the Closing (a) for cause or (b) provided that the Purchasers comply with the terms of the
employment agreements, retention agreements and severance plans referred to in Sections 6.02(c) and 6.04(d), for any other reason. Each Transferred Employee employed by the Sellers or its Affiliates
other than the Companies shall cease to be an employee of such Sellers or its Affiliates on the Closing Date.

SECTION
6.02Provisions Related to U.S. Employees.(a) Benefit Plans in General. Immediately
prior to the Closing Date, except as otherwise expressly provided herein, each Transferred Employee who is employed by the U.S. Company or is otherwise employed in the United States (the "U.S.
Transferred Employees") shall cease to be covered by any benefit plans maintained by the Sellers or their Affiliates (other than those sponsored by the U.S. Company). Beginning on the Closing Date
(but subject to Section 5.11) and through December 31, 2001, each U.S. Transferred Employee shall be covered by compensation and benefit plans, programs and arrangements of the
Purchasers or their Affiliates including the U.S. Company (the "U.S. Purchaser Benefit Plans"), that shall provide the U.S. Transferred Employees with compensation and benefits that, in the aggregate,
are substantially comparable to the compensation and benefits enjoyed by the U.S. Transferred Employees immediately prior to the Closing Date but, in no event, shall such compensation and benefit
plans, programs and arrangements be less favorable to the U.S. Transferred Employees than those provided to similarly situated employees of the Purchaser, other than those compensation and benefit
plans, programs and arrangements providing for annual cash bonuses or stock options, stock purchase rights or other stock-based compensation and the Fisher Scientific International, Inc.
Retirement Plan. Each U.S. Purchaser Benefit Plan shall grant each U.S. Transferred Employee credit for all employment with the Sellers and
their Affiliates for purposes of eligibility, vesting, and, for purposes of severance, vacation and similar entitlements only, seniority under the U.S. Purchaser Benefit Plans.

(b)Medical, Dental, Health and Life Insurance.Each U.S. Purchaser Benefit Plan that is a medical,
dental or health plan (i) shall credit each U.S. Transferred Employee with any co-payments and deductible contributions made by such U.S. Transferred Employee for the applicable
plan year in which the Closing Date occurs, and (ii) shall not contain any exclusion from coverage for pre-existing conditions to the extent similar pre-existing
condition exclusions did not apply under Seller's corresponding plan to such employees immediately prior to the Closing Date.

(c)Severance.The Purchasers shall assume all Liabilities of the Sellers under each of the employment
and retention agreements (except that the Sellers shall retain the obligation to pay the transaction bonuses only under the retention agreements) listed on Section 6.02(c)(i) of the
Disclosure

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Schedule. The Purchasers shall establish a severance plan for the U.S. Transferred Employees substantially identical to the severance plan of the Sellers listed on Section 6.02(c)(ii) of
the Disclosure Schedule (as in effect on the date hereof) and shall maintain such U.S. Purchaser Benefit Plan without adverse change, for a period beginning on the Closing Date and ending on
December 31, 2002. The parties intend that the transactions contemplated by this Agreement and, in particular, the transfers of employment contemplated under Section 6.01 should not, and
are not intended to, be construed to cause an actual or constructive termination of the employment of any U.S. Transferred Employee or otherwise entitle any such individual to any termination or
severance benefits under any agreement, plan, policy, program, practice or other arrangement or any statute or law. The Purchasers and the Sellers agree to take all actions commercially practicable so
that such transfers of employment are not construed to cause any such actual or constructive termination of the employment of any U.S. Transferred Employee. Subject to the foregoing, and without
limiting the application of any other provision of this Agreement, if the transactions contemplated by this Agreement, including the transfers of employment contemplated under Section 6.01, are
construed to cause an actual or constructive termination of the employment of any U.S. Transferred Employee or otherwise entitle any such individual to termination or severance benefits under any
agreement, plan, policy, program, practice or other arrangement or any statute or law, the Purchasers shall be solely liable for all termination and severance payments and amounts which become payable
to such individuals.

(d)Certain Accrued Benefits.Except as otherwise explicitly provided in this Article VI, the
Purchasers shall assume or retain all Liabilities of the Sellers and their Affiliates for compensation and benefits with respect to all U.S. Transferred Employees for (i) vacation, sick leave
and personal time that is accrued but unpaid as of the Closing Date, including overtime compensation, as reflected on the Final Balance Sheet, (ii) other plans and arrangements described in
Section 6.02(d) of the Disclosure Schedule, and (iii) any other Liabilities reflected on the Final Balance Sheet and the Purchasers shall take all actions necessary to assume such
Liabilities, obligations and responsibilities, and existing
employment and retention agreements and contracts (or the liabilities and obligations thereunder) as set forth in Section 6.02(c). The Sellers shall retain or assume all other Liabilities,
obligations and responsibilities of the Sellers and their Affiliates for compensation and benefits not specifically assumed or retained by Purchaser in Section 6.02.

(e)Retained Employee Liabilities.Notwithstanding anything to the contrary contained in this
Agreement, the Sellers shall retain all Liabilities for and with respect to (i) any workers' compensation claim made by any U.S. Transferred Employee arising from an event, injury or illness
occurring prior to Closing including any claim payable pursuant to the terms of any third party payer workers' compensation insurance policy maintained by Seller or an Affiliate of the Sellers at the
time of such event, injury or illness, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers as of the Closing;
(ii) any claim for life insurance, health, dental, medical or similar benefits incurred by a U.S. Transferred Employee prior to the Closing including any claim payable pursuant to the terms of
any third party payer insurance policy maintained by the Sellers or an Affiliate of the Sellers in effect at the time such claim was incurred, except to the extent that such claim is covered under a
plan set forth on Section 6.02(d) of the Disclosure Schedule; (iii) any claim for long-term disability benefits by a U.S. Transferred Employee in respect of a continuous,
uninterrupted period of absence from work commencing prior to the Closing including any claim payable pursuant to the terms of any third party payer long-term disability insurance policy
of the Sellers or an Affiliate of the Sellers in effect as of the last day of such U.S. Transferred Employee's attendance at work for the Sellers or an Affiliate of the Sellers, except to the extent
that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers as of the Closing; (iv) the transaction bonuses only under the retention agreements
listed on Section 6.02(c)(i) of the Disclosure Schedule; and (v) plans, programs and arrangements described in Section 6.02(e) of the Disclosure Schedule.

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(f)Qualified DC Plans.



(g)WARN.The Purchasers or their Affiliates shall be fully responsible for any notices and liabilities
under the Worker Adjustment and Retraining Notification Act or similar state Law in connection with the termination of the employment of any U.S. Transferred Employee after the Closing.

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SECTION 6.03Provisions Related to UK Employees.(a) In this Section 6.03, the following
terms shall have the following meanings:

"UK Transferred Employees" means those employees of the Sellers and/or their Affiliates who are listed at Section 6.01 of the
Disclosure Schedule and based in the UK;

"UK Employment Regulations" means the Transfer of Undertakings (Protection of Employment) Regulations 1981, (as amended,
re-enacted or extended from time to time); and

"Directive" means Acquired Rights Directive 77/187, (as amended, re-enacted or extended from time to time).

(b)Application and Effect of the UK Employment Regulations.The parties agree that by virtue of the UK
Employment Regulations subject to the right of any UK Transferred Employees to object under Regulation 5(4A) of the UK Employment Regulations to being employed by the UK Purchaser, the UK
Purchaser undertakes to accept into employment the UK Transferred Employees on the Closing Date upon the same terms and conditions of employment and with the same length of service as with the Sellers
and/or their Affiliates.

The
UK Purchaser and CCPS shall comply in all respects with the obligations imposed on a transferee and transferor by the UK Employment Regulations in respect of the UK Transferred
Employees (whether or not it shall be determined by an employment tribunal or a court (of any instance or jurisdiction) that any or all of the UK Transferred Employees were not entitled to protection
(whether wholly or in part) under the UK Employment Regulations.

(c)Employment on Same Terms.The UK Purchaser shall employ each of the UK Transferred Employees on
terms and conditions at least as favorable as their existing terms and conditions (save to the extent they relate to the provisions of any occupational pension scheme which do not transfer under the
UK Employment Regulations) with the Sellers and/or their Affiliates such employment taking effect as from the Closing Date. For the avoidance of doubt this obligation shall include (but is not limited
to) all Benefit Plans and retention agreements (except insofar as the same relates to transaction bonuses) referred to in Section 6.03(d) relating to the UK Transferred Employees with the
Sellers and/or their Affiliates prior to the Closing Date which, by virtue of the UK Employment Regulations, the UK Purchaser is obliged to maintain in respect of the UK Transferred Employees.

(d)Severance.The Purchasers shall assume all Liabilities of the Sellers and their Affiliates under
the terms and conditions of employment of any UK Transferred Employee and the retention agreements (except that the Sellers shall retain the obligation to pay the transaction bonuses only under the
retention agreements) listed on Section 6.03(d) of the Disclosure Schedule.

(e)Future Outgoings.The UK Purchaser shall be responsible for all payments and outgoings in respect
of the UK Transferred Employees (including, without limitation, all compensation, wages, holiday pay,
bonuses, commissions, PAYE, national insurance contributions, pension contributions and otherwise) from the Closing Date (including Liabilities with respect to amounts accrued on the Final Balance
Sheet for periods prior to the Closing Date) and shall indemnify and hold harmless the Sellers and their Affiliates against all losses in respect of same.

(f)General Indemnity by Purchasers.The Purchasers shall indemnify and hold harmless the Sellers and
their Affiliates from and against all Losses in connection with or as a result of any claim or demand by any UK Transferred Employee in respect of redundancy, severance, unfair dismissal or any other
claim within the jurisdiction of any employment tribunal, wrongful dismissal, breach of contract, any other claim arising at common law, sex, race or disability discrimination, equal pay, and any
claim in tort or otherwise (in all cases whether arising under UK, U.S. Federal or state law or European law) arising from any act, fault or omission (or proposed act, fault or omission (which shall
be deemed to include without limitation any statement of intent or opinion made by the Purchasers or their Affiliates

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at any time) of the Purchasers in relation to any UK Transferred Employee before, on or after the Closing Date which shall be deemed to include the cessation of such UK Transferred Employee's
employment with the Sellers and/or their Affiliates as contemplated by this Agreement. The parties intend that the transactions contemplated by this Agreement and, in particular the transfers of
employment contemplated under Section 6.01 and this Section 6.03 should not, and are intended not to, be construed to cause an actual or constructive termination of the employment of or
dismissal of any UK Transferred Employee.

(g)Obligations of Sellers.



(h)Employee Representative Issues.



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(i)Measures.Without prejudice to the other obligations of the Purchasers hereunder the Purchasers
shall forthwith upon request by the Sellers and/or their Affiliates furnish to the Sellers and/or their Affiliates details of the measures (within the meaning of the UK Employment Regulations and the
Directive), if
any, that the Purchasers intend to take in relation to any UK Transferred Employees and shall indemnify and hold harmless the Sellers and/or their Affiliates against any breach of this obligation
(including against any legal expenses).

(j)Identity of Purchaser.The Purchasers shall indemnify and hold harmless the Sellers and/or their
Affiliates from and against all Losses, in connection with or as a result of any claim by any UK Transferred Employee that the terms and conditions to be provided or which are proposed to be provided
by the UK Purchaser are to that employee's detriment whether such claim or claims arise or arises before or after the Closing Date.

(k)Retained Employee Liability.Notwithstanding anything to the contrary in this Agreement, the
Sellers and/or their Affiliates shall retain all Liabilities for and with respect to (i) any personal injury claim made by any UK Transferred Employee arising from an event, injury or illness
occurring prior to the Closing in relation to which compensation is payable under the terms of any third party employer's liability insurance policy maintained by the Sellers or an Affiliate of the
Sellers at the time of such event, injury or illness, except to the extent that any such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers;
(ii) any claim for life insurance, health, dental, medical or similar benefits incurred by a UK Transferred Employee prior to the Closing Date and payable pursuant to the terms of any third
party payer insurance policy maintained by the Sellers or an Affiliate of the Sellers in effect at the time such claim was incurred, except to the extent that such claim is covered in full under a
third party payer insurance policy maintained by or assigned to the Purchasers or an Affiliate of the Purchasers as of the Closing Date; (iii) any claim for long term disability benefits by a
UK Transferred Employee in respect of a continuous, uninterrupted period of absence from work commencing prior to the Closing Date and payable pursuant to the terms of any third party payer
long-term disability insurance policy of the Sellers or an Affiliate of the Sellers in effect as of the last day of such UK Transferred Employee's attendance at work for the Sellers or an
Affiliate of the Sellers, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers as of the Closing Date; (iv) the
retention bonuses only under the retention agreements listed on Section 6.03(d) of the Disclosure Schedule; and (v) plans, programs and arrangements described in Section 6.03(k)
of the Disclosure Schedule.

(l)Foreign Pension Plans.Words and expressions used in this Section 6.03(l) bear the same
meanings as in the rest of the Agreement, save that for the purposes of this Section 6.03(l) the following terms have the following meanings:

"ICTA 1988" means the Income and Corporation Taxes Act 1988.

"Pensionable Employees" means such of the UK Transferred Employees at the Closing Date who at that date are or who during the
Transitional Period become members of the Seller's Scheme.

"UK Purchaser's Scheme" means a scheme or schemes to be nominated in accordance with paragraph 3.1.1, and where the context
requires means the trustees of the UK Purchaser's Scheme.

"Transfer Date" means the date falling three months after the Closing Date, or such other date as may be notified by the UK Purchaser
to the Seller by one month's notice in writing.

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"Transfer Value" means the amount of the fund of cash and investments held by the Sellers' Scheme standing to the credit of the
Transferring Members at the Transfer Date under the Seller's Scheme;providedthat the Sellers shall procure that for the purposes of calculating such
amount each Transferring Member shall be treated as though he or she has at least 2 years' qualifying services (as defined in Section 71 of the 1993 Act under Vendor's Scheme).

"Transferring Members" means those Pensionable Employees who within 30 days before the Transfer Date:



"Transitional Period" means the period beginning on the day immediately following the Closing Date and ending on the day before the
Transfer Date, both days inclusive.

"Seller's Scheme" means the Covance (1990) Pension Scheme (formerly known as the GH Besselaar Associates LTD (1990)
Retirement & Death Benefit Scheme) where the context requires means the trustees of the Seller's Scheme.

"1993 Act" means the Pension Schemes Act 1993.

"1995 Act" means the Pensions Act 1995.

Words
and expressions used in Chapters I and IV of Part XIV of ICTA 1988, in the 1993 Act or the 1995 Act have the same meanings when used in this Section 6.03(l).

The
Sellers shall use their reasonable endeavors to procure that:



Save
with the UK Purchaser's prior written consent, the Sellers shall not do or permit anything which causes directly or indirectly:



The
UK Purchaser undertakes that it shall:



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The
UK Purchaser shall:



The
Sellers shall use reasonable endeavors to procure that the Sellers' Scheme transfers the Transfer Value to the UK Purchaser's Scheme on the Transfer Date.

SECTION
6.04Provisions Related to Swiss Employees.(a) Benefit Plans in General. Immediately
prior to the Closing Date, except as otherwise expressly provided herein, each Transferred Employee who is employed by the Swiss Company or is otherwise employed in Switzerland (the "Swiss Transferred
Employees") shall cease to be covered by any benefit plans maintained by the Sellers or their Affiliates (other than those sponsored by the Swiss Company). Beginning on the Closing Date and through
December 31, 2001, each Swiss Transferred Employee shall be covered by compensation and benefit plans, programs and arrangements of the Purchasers or their Affiliates including the Swiss
Company (the "Swiss Purchaser Benefit Plans"), that shall provide Swiss Transferred Employees with compensation and benefits that, in the aggregate, are substantially comparable to the compensation
and benefits enjoyed by the Swiss Transferred Employees immediately prior to the Closing Date but, in no event, shall such compensation and benefit plans, programs and arrangements be less favorable
to the Swiss Transferred Employees than those provided to similarly situated employees of the Purchaser (subject, however, to the provisions of Section 6.01 hereof), other than those
compensation and benefit plans, programs and arrangements providing for annual cash bonuses or stock options, stock purchase rights or other stock-based compensation. Each Swiss Purchaser Benefit Plan
shall grant each Swiss Transferred Employee credit for all employment with the Sellers and their Affiliates for purposes of eligibility, vesting, benefit accrual and seniority under the Swiss
Purchaser Benefit Plans.

(b)Accident Insurance and Daily Sickness Benefit Insurance.The Purchasers shall cause the Swiss
Company to maintain, for a period of two years following the Closing Date, the policies with Winterthur Versicherungen for the compulsory accident insurance, the additional accident insurance and the
daily sickness benefit insurance as they are in force immediately prior to the Closing Date. In particular, the Purchasers shall cause the Swiss Company to pay all and any such premiums and comply
with all and any such obligations under these insurance policies which are necessary to maintain the insurance coverage as provided by such policies.

(c)Company Pension.The Purchasers shall cause the Swiss Company to maintain, for a period of two
years following the Closing Date, a pension plan for the Swiss Transferred Employees (including the U.S. Transferred Employees and the UK Transferred Employees who are beneficiaries under the Swiss
Pension Plans) which is in the aggregate not less favorable than the plan(s) carried and/or funded

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by the Swiss Company immediately prior to the Closing Date (the "Swiss Pension Plans"). In any event and for an unlimited period of time, the Purchasers
shall cause the Swiss Company to maintain a pension plan for the employees of the Swiss Company in accordance with the statutory minimum requirements under Swiss law. In particular, the Purchasers
shall cause the Swiss Company to pay any such contributions and make any such deductions for the payment of such contributions as are required under such pension plans and under the law.

(d)Severance.The Purchasers shall assume all Liabilities of the Sellers and their Affiliates under
each of the employment and retention agreements (except that the Sellers shall retain the obligation to pay the
transaction bonuses under the retention agreements only) listed on Section 6.04(d) of the Disclosure Schedule. The parties intend that the transactions contemplated by this Agreement and, in
particular, the transfers of employment contemplated under Section 6.01 should not, and are not intended to, be construed to cause an actual or constructive termination of the employment of any
Swiss Transferred Employee or otherwise entitle any such individual to any termination or severance benefits under any agreement, plan, policy, program, practice or other arrangement or any statute or
law. The Purchasers agree to take all actions commercially practicable so that such transfers of employment are not construed to cause any such actual or constructive termination of the employment of
any Swiss Transferred Employee. Notwithstanding the foregoing, and without limiting the application of any other provision of this Agreement, if the transactions contemplated by this Agreement,
including the transfers of employment contemplated under Section 6.01, are construed to cause an actual or constructive termination of the employment of any Swiss Transferred Employee or
otherwise entitle any such individual to termination or severance benefits under any agreement, plan, policy, program, practice or other arrangement or any statute or law, the Purchasers shall be
solely liable for all termination and severance payments and amounts which become payable to such individuals.

(e)Certain Accrued Benefits.Except as otherwise explicitly provided in this Article VI, the
Purchasers shall assume all Liabilities of the Sellers and their Affiliates for compensation and benefits with respect to all Swiss Transferred Employees and persons formerly employed by the Sellers
or any of their Affiliates whose principal responsibilities related to the Swiss Company or the Swiss operations of the Business (the "Swiss Former
Employees"), for (i) vacation, sick leave and personal time that is accrued but unpaid as of the Closing Date, including overtime compensation, as reflected on the Final
Balance Sheet and (ii) other plans and arrangements described in Section 6.04(e) of the Disclosure Schedule, and (iii) any other Liabilities reflected on the Final Balance Sheet
and the Purchasers shall take all actions necessary to assume such liabilities, obligations and responsibilities, including the assumption of existing employment and retention agreements and contracts
(or the liabilities and obligations thereunder) as set forth in this Section 6.04.

(f)Retained Employee Liabilities.Notwithstanding anything to the contrary contained in this
Agreement, the Sellers shall retain all Liabilities for and with respect to (i) any workers' compensation claim made by any Swiss Transferred Employee arising from an event, injury or illness
occurring prior to Closing and payable pursuant to the terms of any third party payer workers' compensation insurance policy maintained by the Sellers or any Affiliate of the Sellers at the time of
such event, injury or illness, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers or the Swiss Company as of the Closing;
(ii) any claim for life insurance, health, dental, medical or similar benefits incurred by a Swiss Transferred Employee prior to the Closing and payable pursuant to the terms of any third party
payer insurance policy maintained by the Sellers or their Affiliates in effect at the time such claim was incurred, except to the extent that such claim is covered in full under a third party payer
insurance policy maintained by or assigned to the Purchasers or an Affiliate of the Purchasers or the Swiss Company as of the Closing; (iii) any claim for long-term disability
benefits by a Swiss Transferred Employee in respect of a continuous, uninterrupted period of absence from work commencing prior to the Closing and payable pursuant to the terms of

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any third party payer long-term disability insurance policy of the Sellers or an Affiliate of the Sellers in effect as of the last day of such Swiss Transferred Employee's attendance at
work for the Sellers or an Affiliate of the Sellers, except to the extent that such insurance policy is maintained by or assigned to the Purchasers or an Affiliate of the Purchasers or the Swiss
Company as of the Closing; (iv) the transaction bonuses only under the retention agreements listed on Disclosure Schedule 6.04(d); and (v) plans, programs and arrangements
described in Section 6.04(f) of the Disclosure Schedule.

SECTION
6.05Employee Year 2000 Bonuses.The Sellers agree to pay annual bonuses for the 2000 fiscal
year ("Year 2000 Bonuses") to the Transferred Employees prior to the Closing in a manner consistent with past practice.

SECTION
6.06Employee Visas.The U.S. Purchaser agrees to file any and all necessary applications and
petitions with the Immigration and Naturalization Service, the U.S. Department of Labor and the U.S. Department of State to obtain and maintain temporary work authorization for any Transferred
Employee for whom the Sellers are in the process of obtaining or maintaining such authorization at the Closing Date, as well as obtain and maintain any application for permanent resident status for
any Transferred Employee for whom the Sellers are in the process of obtaining or maintaining such status at the Closing Date.

SECTION
6.07Cooperation.(a) The Sellers and the Purchasers agree to cooperate and to take all
steps as shall be reasonably necessary between the date of this Agreement and the Closing Date to effect the provisions of this Article VI. In addition, the Sellers agree to provide the
Purchasers with such employment records as shall be reasonably necessary to permit the Purchasers to calculate any benefits for Transferred Employees contemplated by this Article VI.

(b) The
Purchasers shall reimburse Sellers for any administrative expenses they incur after the Closing Date with respect to benefits for the Transferred Employees,
including without limitation, costs incurred under the Seller DC Plan with regard to the transfer of assets described in Section 6.02(g).

SECTION
6.08Employee Benefits Indemnity.The Purchasers shall indemnify and hold the Sellers harmless
from any Losses the Sellers may incur as a result of (i) the Purchasers' failure to honor any obligation expressly assumed under this Article VI by the Purchasers or a breach by the
Purchasers of any covenant of the Purchasers set forth in this Article VI and (ii) any actions taken by the Purchasers with respect to any Transferred Employee on or after the Closing
Date.

ARTICLE VII    TAX MATTERS

SECTION
7.01Indemnity.(a) The Sellers shall be responsible for, and shall jointly and
severally indemnify and hold harmless the Purchasers and their subsidiaries against the following Taxes (except to the extent such Taxes are included as an accrued liability in determining the Final
Working Capital and except as otherwise provided in Section 7.09), against, any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants,
incurred in contesting or otherwise in connection with any such Taxes: (i) with respect to taxable periods ending on or before the Closing Date, Taxes imposed on the Sellers, any Company, the
Subsidiary, or in respect of the Business (including, without limitation, Taxes so imposed as a result of cancellation of any inter-company indebtedness as contemplated by this Agreement);
(ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, Taxes imposed on either Seller, either Company or the Subsidiary or in respect of the
Business which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) Taxes for which the Company or the Subsidiary may be held
liable as a result of being, prior to Closing, a member of any combined, consolidated, unitary, affiliated or other similar group for purposes of filing Returns or paying Taxes, or as a result of
being a transferee or successor of another person; (iv) Taxes imposed for Tax periods ending on or

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before the Closing Date and resulting from the inaccuracy of any representation or warranty contained in Section 3.21 of this Agreement (other than clauses (v), (vii), (viii) and
(ix) of Section 3.21(a)), (v) Taxes resulting from the inaccuracy of any representation or warranty contained in clauses (v), (vii), (viii) or (ix) of
Section 3.21(a); (vi) all Taxes attributable to the Assets or the Business as conducted by CCPS, relating to any taxable period, or any portion thereof, ending on or prior to the Closing
Date; and (vii) Taxes resulting from a breach of any representation, warranty or covenant made by the Sellers under this Article VII. The Purchasers shall be responsible for, and shall
jointly and severally indemnify and hold harmless the Sellers against, any and all Taxes and associated expenses (A) imposed on the Companies or the Business for all periods (or portions
thereof in the case of a Straddle Period (as defined below)) beginning after the Closing Date, except to the extent such Taxes are otherwise the responsibility of the Sellers under this Agreement,
(B) resulting from a breach of any representation, warranty or covenant made by the Purchaser under this Article VII, and/or (C) resulting from the failure by any of the U.S.
Company, the Swiss Company or the Subsidiary, as applicable, to pay after the Closing Date Taxes included as an accrued liability in determining the Final Working Capital.

(b) In
the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date
("Straddle Period"), the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be deemed equal to:



SECTION
7.02Tax Covenants.(a) The Purchasers (i) will not effect any transactions after
the Closing, on the Closing Date, outside the ordinary course of business (other than any such transactions required by this Agreement) that could result in Tax liability to the Sellers or their
Affiliates in excess of Tax liability associated with the conduct of business in the ordinary course; (ii) will not make any election under Section 338 of the Code (or under any
analogous or similar rules in any other Tax jurisdiction) with respect to the purchase of the Shares under this Agreement; (iii) unless otherwise required by applicable law or permitted under
this Agreement, will not make or change any tax election, change the Tax treatment of any item, or change the tax accounting method, amend any Return, or take any other similar action that will result
in any material increase in the Tax liability of the Sellers, either Company, the Subsidiary or the Business as conducted by CCPS in respect of any taxable period ending on or before the Closing Date,
and (iv) will forego and otherwise relinquish (and cause any Company to forego and otherwise relinquish), by way of election or otherwise, any carryback of any net operating loss or other Tax
attribute to any taxable period ending on or before the Closing Date, and will elect under Section 172(b)(3) of the Code (or under any analogous or similar rules in any other Tax jurisdiction)
to relinquish the entire carryback period, unless the Purchasers are not permitted to forego or otherwise relinquish such Tax attribute under applicable law.

(b) The
Sellers will not make or change any tax election, change the Tax treatment of any item, or change the tax accounting method, amend any Return, or take any other
similar action that will result in any material increase in the Tax liability of the Purchasers, either Company, the Subsidiary or the Business as conducted by CCPS in respect of any taxable period
ending after the Closing Date, unless required by applicable law or permitted under this Agreement.

(c) CCPS
and the UK Purchaser (i) shall use reasonable endeavors to procure that the sale of the Business as conducted by CCPS and the Assets is treated for the
purposes of section 49(1) of the United Kingdom Value Added Tax Act 1994 ("VATA 1994") and article 5 of the United Kingdom Value

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Added Tax (Special Provisions) Order 1995 S1 1995/1268, as a transfer of a business as a going concern; (ii) shall each use all reasonable endeavors to secure that the sale of the Assets is
treated as neither a supply of goods nor a supply of services for the purposes of value added tax; and (iii) shall each comply with any notification requirements resulting from the sale of the
Business as conducted by CCPS and the Assets, as required by Schedule 1 to the VATA 1994 or as otherwise required by law. CCPS undertakes that it will not make an election to waive exemption
under paragraph 2 of Schedule 10 to the VATA 1994 in respect of the Horsham Facility with effect from any date on or before Closing.

SECTION
7.03Returns.From the date of this Agreement through and after the Closing Date, the Sellers
shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner (taking into account all
applicable extensions) all Returns relating to the Companies, the Subsidiary, and the Business that are due on or before or relate to any taxable period ending on or before the Closing Date. The
Purchasers shall do the same for Returns relating to the Companies, the Subsidiary, and the Business with respect to any taxable period beginning after the Closing Date, and for any Straddle Period.
All Returns of the Companies, the Subsidiary, and the Business not yet filed for any taxable period that begins before the Closing Date, and Returns for any Straddle Period, shall be prepared in a
manner consistent with past practice with respect to such entities and the Business, as applicable (except to the extent there is no reasonable basis in Law for a position taken in such Return). With
respect to any Return for any Straddle Period, or any other Return required to be filed by the Purchasers or the Sellers with respect to a Company, the Subsidiary, or the Business, and as to which an
amount of Tax is allocable to the non-filing party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such
completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting
information and schedules at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized
representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. The Sellers and the Purchaser agree to consult and resolve in good faith any
dispute arising out of any such Return. In the event the parties are unable to resolve any dispute within twenty (20) days following the delivery of such Return to the other party, the parties
shall resolve their dispute by requesting that the International Accounting Firm resolve any issue before the due date of such Return, in order that such Return may be timely filed. The scope of the
International Accounting Firm's review shall be limited to the disputed items. The Sellers shall pay one-half, and the Purchasers shall pay one-half, of the International
Accounting Firm's fees and expenses. With respect to any Return, other than for a Straddle Period, not yet filed as of the Closing Date (other than U.S. federal income tax Returns and Returns for CCPS
that do not relate to the Business on a stand-alone basis), the Sellers shall deliver such Returns to the Purchasers at least twenty (20) Business Days prior to the due date (including
extensions) for filing of such Returns, for the Purchasers' review and consent to filing, which consent shall not be unreasonably withheld.

SECTION
7.04Filing of Amended Returns.The Sellers shall be responsible for filing, and shall file,
any amended consolidated, unitary or other combined Returns relating to the Companies, the Subsidiary or
the Business for taxable periods ending on or before the Closing Date, that are required as a result of examination adjustments made by the IRS or by the applicable state, local or foreign Tax
authorities for such taxable years as finally determined. The Sellers shall deliver such Returns to the Purchasers at least twenty (20) Business Days prior to the due date (including
extensions) for filing of such Returns, for the Purchasers' review and consent to filing, which consent shall not be unreasonably withheld. For those jurisdictions in which separate Returns are filed
by the Companies, the Subsidiary or the Business, any required amended Returns for taxable periods ending on or before the Closing Date resulting from such examination adjustments, as finally
determined, shall be prepared by the Sellers and furnished, at least twenty (20) Business Days prior to the due date for filing such Tax

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Returns, to the Companies (and the Subsidiary, as applicable) for review, consent (which consent shall not be unreasonably withheld), signature and filing. The Purchasers shall not file, or permit any
Company, the Subsidiary or the Business to file, an amended Return for a Straddle Period without the prior written consent of the Sellers, which consent shall not be unreasonably withheld.

SECTION
7.05Refunds and Credits.Except for the amount of any Tax refund or credit (or interest with
respect thereto) utilized to reduce the amount of Taxes included as an accrued liability in determining the Final Working Capital, any Tax refund or credit (including by way of offset), or any
interest with respect thereto, relating to the Sellers, any Company, the Subsidiary or the Business for any taxable period ending on or before the Closing Date (net of any Taxes indemnified against by
the Sellers in Article VII and any Tax cost or other reasonable out-of-pocket expense to any Purchaser or Affiliate of a Purchaser with respect to the receipt or accrual
of such refund or interest, or the use of such credit) shall be the property of the Sellers, and if received by the Purchasers or any of their Affiliates shall be payable promptly to the Sellers
(other than any Claims for refund resulting from a carryback of an item generated in a taxable period beginning after the Closing Date, for which an election to relinquish or forego is not permitted
under applicable law). The Purchasers shall permit the Sellers, at the Sellers' expense, to direct the prosecution of any such refund claim and, where deemed appropriate by the Sellers, shall
authorize by appropriate powers of attorney such Persons as the Sellers shall designate as representatives with respect to such refund claim, unless such permission or authorization would reasonably
be expected to have a materially adverse effect on the tax liability of any Purchaser, any Company or the Subsidiary with respect to any taxable period after the Closing Date. Any Tax refund or credit
(including by way of offset), or any interest with respect thereto, relating to any Company, the Subsidiary or the Business for any taxable period beginning after the Closing Date and any refund or
credit arising from the carryback of any item of loss, deduction or credit attributable to any taxable period (or portion thereof) beginning after the Closing Date (in each case net of any Taxes
indemnified against by the Purchasers in Article VII and net of any Tax cost or other reasonable out-of-pocket expenses to any Seller or any Affiliate of the Sellers
with respect to the receipt or accrual of such refund or interest, or the use of such credit) shall be the property of the Purchasers, and if received by the Sellers or any Affiliate of the Sellers
shall be payable promptly to the Purchasers, provided that the Purchasers shall not carry back any such item without the written consent of the Sellers, which consent shall not be unreasonably
withheld. Any Tax refund or credit (including by way of offset), or any interest with respect thereto, relating to any Company, the Subsidiary or the Business for any Straddle Period shall be shared
equitably between the Sellers and the Purchasers. In the event that the amount actually paid by the Purchasers on account of Taxes included as an accrued liability in determining the
Final Working Capital is materially less than the amount originally utilized in making such determination, the Purchaser shall promptly refund the difference to the Parent, to the extent that such
difference is not attributable to any item of loss, deduction or credit attributable to any taxable period (or portion thereof) beginning after the Closing Date.

SECTION
7.06Contests.(a) After the Closing, the Purchasers shall promptly notify the Sellers
in writing of any written notice of a proposed assessment or claim made by any Tax authority in an audit or administrative or judicial proceeding, or otherwise, which, if successful, would be grounds
for indemnification by the Sellers under this Article VII ("Tax Claim"). If notice of a Tax Claim is not given to the Sellers promptly after receipt by the Purchasers, or in reasonable detail
to inform the Sellers of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Sellers shall not be liable to the Purchasers, to
the extent that either Seller's position is actually prejudiced as a result of a failure to so promptly notify or inform.

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(b)
In the case of a Tax Claim that relates to periods ending on or before the Closing Date, the Sellers shall have the right at their expense to participate in and control the
conduct of all proceedings in connection with such Tax Claim (including selection of counsel), provided, however, that the Sellers shall not settle or otherwise compromise such Tax Claim without the
Purchasers' consent, which consent shall not be unreasonably withheld. If the Sellers do not elect to contest any such audit or proceeding, the Purchasers may defend the same in such manner as they
may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Sellers setting forth the terms and conditions of settlement.

(c)
With respect to issues relating to a potential adjustment for which both a Seller and a Purchaser, a Company or the Subsidiary could be liable, (i) each party may
participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment,
except that neither party shall settle or otherwise compromise such adjustment without the consent of the other party, which consent shall not be unreasonably withheld. The principle set forth in the
preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise
controlled under this Article VII by the Purchasers and the Sellers.

SECTION
7.07Time of Payment.Payment by an indemnitor of any amounts due under this Article VII in respect of Taxes shall be
made not more than five Business Days following written notice by the indemnitee that payment of an indemnified amount is due to the appropriate Tax authority or other appropriate party, provided
that, in the case of any payment due to a Tax authority, the indemnitor shall not be required to make any payment earlier than two Business Days before it is due to such Tax authority. In the case of
a Tax that is contested in accordance with the provisions of Section 7.06 (other than a Tax contested in any administrative or judicial proceeding in which the Tax contested must be paid prior
to, or upon commencement of, or during, such proceeding), payment of the Tax to the appropriate Tax authority will not be considered to be due earlier than the date a final determination has been made
as defined in Section 1313(a) of the Code, or as finally determined pursuant to any similar rule or provision of any relevant applicable Tax laws of any state, local, foreign, or other tax
jurisdiction. If liability under this Article VII is in respect of costs or expenses other than Taxes, payment by the Sellers of any amounts due under this Article VII shall be made not
more than five Business Days after the date when the indemnitor is obligated to make an indemnity payment under this Article VII and is provided with calculations or other materials supporting
such liability.

SECTION
7.08Cooperation and Exchange of Information.(a) Upon the terms set forth in Section 5.02, the Sellers and the
Purchasers will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Return, amended Return or claim for refund, determining a
liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit
or other proceeding in respect of Taxes. Such cooperation and information shall include providing information necessary to claim the exclusion described in Section 959(e) of the Code and copies
(or originals, if required by applicable law) of relevant Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other
determinations by Tax authorities, provided, however, that nothing in this Agreement shall require the Sellers or the Purchasers to provide copies or other information relating to their consolidated
or combined Returns, except insofar as they relate to the Companies, the Subsidiary and the Business, determined on a stand-alone basis, provided, however, that the requesting party will reimburse the
other party for any significant out-of-pocket incremental expenses reasonably incurred by the non-requesting party in furnishing the requested information or
cooperation. The Sellers shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the
Sellers and the Purchasers shall retain all Returns, schedules and work papers, records and other documents in its possession relating to Tax

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matters of the Companies, the Subsidiary or the Business for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of
the statute of limitations of the taxable periods to which such Returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such
extensions for the respective Tax periods, or (ii) six years following the due date (without extension) for such Returns. Any information obtained under this Section 7.08 shall be kept
confidential in accordance with Section 5.03 except as may be otherwise necessary in connection with the filing of Returns or claims for refund or in conducting an audit or other proceeding, or
required by applicable law.

(b)
CCPS shall, as soon as reasonably practicable following Closing, deliver to the UK Purchaser all records required by section 49 of the VATA 1994 to be maintained by the UK
Purchaser, and the UK Purchaser shall, for a period of six years from Closing (or such longer period as may be required by English law) allow (upon reasonable notice being given by CCPS to the UK
Purchaser) CCPS or its authorized agents reasonable access to such records for inspection or copying. CCPS agrees to provide to the UK Purchaser in writing, within 30 days of a written request
made by the UK Purchaser, such information as the UK Purchaser may require for the purposes of complying with its obligations in relation to value added tax in respect of the Business conducted by
CCPS and the Assets, in particular under Part XV of the Value Added Tax Regulations 1995 as amended ("the VAT Regulations") (capital goods scheme). CCPS warrants that, to the best of its
knowledge and belief, such information will, when it is provided, be true and accurate in all respects and acknowledges that the UK Purchaser will rely on such information in complying with the VAT
Regulations in respect of any future disposal, transfer, dealing or use of the Assets. CCPS agrees to retain all such documents and records not delivered to the UK Purchaser necessary for providing
the information referred to in the preceding sentence.

SECTION
7.09Conveyance Taxes.(a) The Sellers shall pay and be liable for one-half, and the Purchasers shall pay
and be liable for one-half, of any and all sales, use, transfer (including, without limitation, realty and personalty transfer Taxes), stock transfer, and stamp taxes, recording,
registration,
conveyance and any similar non-income Taxes which become payable in connection with the purchase and sale of the U.S. Shares, the Swiss Shares, the Subsidiary, the Assets, and any other
items of the Business (including any Pennsylvania real property) transferred hereunder, as contemplated by this Agreement. The Purchasers, with the assistance of the Sellers, shall file such
applications and documents as shall permit any such Tax to be duly and timely assessed and paid in accordance with the applicable law. The Purchasers and the Sellers shall execute and deliver all
instruments and certificates necessary to enable the parties to comply with the foregoing. The Purchasers shall complete and execute a resale or other exemption certificate, to the extent applicable,
with respect to the inventory items sold hereunder, and shall provide the Sellers with an executed copy thereof.

(b)
Notwithstanding Section 7.09(a) of this Agreement, if H.M. Customs & Excise in the United Kingdom determines that VAT is payable on any transfer under this
Agreement, the UK Purchaser shall pay to CCPS by way of additional purchase price a sum equal to the amount of VAT which it has been determined is payable on the transfer of the Business as conducted
by CCPS and the Assets, and any penalty or interest incurred by CCPS for late payment thereof arising as a direct result of any action, delay or default by the UK Purchaser, unless such action is
required by this Agreement, in which case such penalty or interest shall be borne equally by the Sellers and the Purchasers, or such delay or default is caused by any action, delay, or default by any
Seller or any of its Affiliates, in which case such penalty or interest shall be borne by the Sellers. The UK Purchaser shall make such payment within 7 days against delivery by CCPS of an
appropriate tax invoice for VAT purposes. Should the UK Purchaser be unable to recover or receive credit for any of the amount paid to satisfy this VAT obligation, CCPS agrees to bear
one-half of such amount. Should the UK Purchaser require a payment from CCPS for this purpose, the UK Purchaser will submit to CCPS a request for such payment, accompanied by documentation
reflecting the UK Purchaser's inability to recover the amount of VAT

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for which it is making that request. CCPS will pay one-half of the amount of VAT that has not been recovered within 7 days of receipt of the request and documentation.

SECTION
7.10Miscellaneous.(a) The Sellers and the Purchasers agree to treat all payments made by either to or for the benefit
of the other (including any payments to the Sellers or any Company) under this Article VII, under other indemnity provisions of this Agreement and for any misrepresentations or breach of
warranties or covenants as adjustments to the Purchase Price or as capital contributions for Tax purposes, and such treatment shall govern for purposes hereof, unless otherwise determined as a result
of the final determination by any applicable judiciary or Tax authority

(b)
Notwithstanding any provision in this Agreement to the contrary, the representations and warranties set forth in Section 3.21 and this Article VII shall survive
until the expiration of 120 days following the expiration of the applicable statute of limitations with respect to the Tax matters in question (giving effect to any waiver, mitigation or
extension thereof).

(c)
For purposes of this Article VII, "the Purchasers" and "the Sellers", respectively, shall include each member of the affiliated group of corporations of which it is or
becomes a member.

(d)
The Parent shall deliver, or cause to be delivered, to the Purchaser at Closing a certification of non-foreign status in accordance with Code Section 1445(b)
and the Treasury Regulations thereunder.

(e)
The Sellers shall cause the provisions of any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement to which any of the Companies or the Subsidiary is a party
to be terminated on or before the Closing Date, and no payment shall be required to be made under any such agreement after the Closing.

(f)
Notwithstanding anything in this Agreement to the contrary, the Purchaser shall be entitled to designate more than one entity to be the UK Purchaser. If there is more than one
entity so designated or if any such entity is not organized under the laws of the United Kingdom, the Purchaser shall indemnify and hold CCPS harmless against any additional Taxes (including amounts
otherwise allocable to the Sellers under Sections 7.01 or 7.09) incurred by CCPS (together with any associated professional expenses reasonably incurred by CCPS) to the extent such additional Taxes
would not have been incurred had the UK Purchaser been a single entity organized under the laws of the United Kingdom.

ARTICLE VIII    TRANSFER OF THE HORSHAM FACILITY

SECTION
8.01Definitions.In this Article, the following terms shall have the following meanings:

"Assurance" means the transfer of the Horsham Facility to the UK Purchaser.

"Deeds and Documents" means the deeds and documents relating to the Horsham Facility, particulars of which are set out in
Section 8.01 of the Disclosure Schedule.

SECTION
8.02National Conditions.(a) The National Conditions are deemed to be incorporated in this Agreement as varied by it
and insofar as they are applicable to a sale by private treaty and are not inconsistent with the other conditions (including this condition) of this Agreement. The National Conditions are varied as
follows:



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SECTION
8.03Title.(a) Title to the Horsham Facility is registered at H M Land Registry and the title and the registered
proprietor are set out in Section 8.03 of the Disclosure Schedule of this Article VIII and title shall be deduced in accordance with Section 110 of the Land Registration Act 1925.

(b)
Title having been deduced to the Purchasers' solicitors by office copy entries dated 28 November, 2000 prior to the date of this Agreement, the UK Purchaser shall be deemed to
purchase with full knowledge of the title in all respects and shall raise no requisitions or objections in relation to any matter prior to that date.

SECTION
8.04Sale and Purchase.CCPS shall sell and the Purchaser shall cause the UK Purchaser to purchase the Horsham Facility and
CCPS shall sell with full title guarantee subject to the terms of this Agreement.

SECTION
8.05Matters affecting the Horsham Facility.(a) The Horsham Facility is sold and will be transferred subject to and
where appropriate with the benefit of:



(b)
The UK Purchaser shall be deemed to have notice of the matters referred to in this Article VIII and shall raise no requisition or objection in relation to them.

SECTION
8.06Deed of Covenant.The Purchaser shall cause the UK Purchaser to enter into a deed of covenant (the "Deed of Covenant") in
favor of McGaw Inc., in the form of the deed of covenant attached hereto as Exhibit 8.06. The Purchaser agrees to cause the UK Purchaser to enter into the Deed of Covenant as of the
Closing.

SECTION
8.07Assurance.(a) The Assurance shall be prepared in duplicate at the expense of the Purchaser and the Purchaser shall
arrange for the duplicate to be stamped and denoted at the Purchaser's expense and returned to the CCPS solicitors within ten Business Days of the Closing Date.

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(b) The Assurance shall contain a covenant by the UK Purchaser with CCPS that the UK Purchaser and its successors in title will observe and perform the covenants, stipulations,
obligations, restrictions, and other matters which fall to be observed and performed by CCPS contained or referred to in the entries (other than those relating to charges to secure the repayment of
money) appearing in the Registers of title and in the Deeds and Documents and the Purchaser shall cause the UK Purchaser to indemnify and keep indemnified CCPS against all demands, claims, losses,
damages, costs, expenses and other liabilities whatsoever suffered or sustained by CCPS as a result of a breach of non-performance or non-observance of the same.

SECTION
8.08Warranties.The provisions of this Article VIII shall not affect or prejudice the warranties given in
Article III of this Agreement.

SECTION
8.09Planning Permissions.CCPS will assign to the UK Purchaser all rights of CCPS in respect of the drawings and other
materials or subject of any unimplemented planning permission obtained or in the course of being obtained by or on CCPS' behalf and will procure that the UK Purchaser is granted a
royalty-free license by any architect or other party to use those drawings and materials.

ARTICLE IX    CONDITIONS TO CLOSING

SECTION 9.01Conditions to Obligations of the Sellers.The obligations of the Sellers to consummate the
transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a)Representations, Warranties; Covenants.The representations and warranties of the Purchaser contained in this Agreement shall be
true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing (other than such representations and warranties as are made as of another date
which shall be true and correct in all material respects as of the date made, except as would not, individually or in the aggregate, materially and adversely affect the consummation of the
transactions contemplated by this Agreement);provided, however,that if any portion of any representation or warranty is already qualified by
materiality or similar qualifiers, for purposes of determining whether this Section 9.01(a) has been satisfied with respect to such portion of such representation or warranty, such portion of
such representation or warranty as so qualified must be true and correct in all respects; the covenants and agreements contained in this Agreement to be complied with by the Purchasers on or before
the Closing shall have been complied with in all material respects, and the Sellers shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof;

(b)HSR Act.Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Shares and the Assets
contemplated hereby shall have expired or shall have been terminated; and

(c)No Proceeding or Litigation.No injunction shall have been issued by any Governmental Authority against the Sellers or the
Purchasers, seeking to restrain or prevent the transactions contemplated by this Agreement or the Ancillary Agreements.

SECTION
9.02Conditions to Obligations of the Purchaser.The obligations of the Purchaser to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a)Representations, Warranties; Covenants.The representations and warranties of the Sellers contained in this Agreement shall be true
and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing (other than such representations and warranties as

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are made as of another date which shall be true and correct in all material respects as of the date made, except as would not, individually or in the aggregate, result in a Material Adverse Effect); provided, however,that if any portion of any representation or warranty is already qualified by Material Adverse Effect, for purposes of determining
whether this Section 9.02(a) has been satisfied with respect to such portion of such representation or warranty, such portion of such representation or warranty as so qualified must be true and
correct in all respects; the covenants and agreements contained in this Agreement to be complied with by the Sellers on or before the Closing shall have been complied with in all material respects,
and the Purchaser shall have received a certificate of the Sellers to such effect signed by a duly authorized officer thereof;

(b)HSR Act.Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Shares and the Assets
contemplated hereby shall have expired or shall have been terminated;

(c)No Proceeding or Litigation.No injunction shall have been issued by any Governmental Authority against either the Sellers or the
Purchasers, seeking to restrain or prevent the transactions contemplated by this Agreement or the Ancillary Agreements;

(d)Deed of Variation.CCPS shall obtain a waiver or release executed as a deed by Horsham District Council as local planning authority
that notwithstanding clause 2(i) of the Agreement dated January 28, 1993 between Norton Healthcare Limited and Horsham District Council, CCPS and its successors in title shall be
entitled to share occupation or grant a lease of part of the Horsham Facility for a period of up to two years from the date of any transfer by CCPS or their successors in title of the Horsham
Facility; and

(e) Payments.The Parent shall have paid on or prior to Closing the payments listed in Section 9.02(e) of the Disclosure
Schedule.

ARTICLE X    INDEMNIFICATION

SECTION 10.01Survival of Representations and Warranties.The representations and warranties of the Sellers
contained in this Agreement shall survive the Closing until March 15, 2002; provided, however, that (a) the representations and warranties contained in Section 3.21 and
Article VII shall survive as provided in Section 7.10, (b) the representations and warranties contained in Section 3.20 related to ERISA shall survive the Closing until the
applicable period under the statute of limitations therefor has
expired, (c) the representations and warranties contained in Section 3.15 shall survive the Closing until March 15, 2005, and (d) the representations and warranties in
Sections 3.01, 3.02, 3.03, 3.04, 3.05, 3.06 and 3.07 shall survive the Closing indefinitely.

SECTION
10.02Indemnification by the Sellers.The Sellers agree, subject to the other terms and conditions of this Agreement, to
jointly and severally indemnify the Purchasers and hold the Purchasers harmless for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties
(including, without limitation, reasonable attorneys' fees and expenses incurred to investigate any such liability or to defend any action relating thereto) (hereinafter a "Loss") actually suffered or
incurred by the Purchasers, arising out of or resulting from:



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SECTION
10.03Indemnification by the Purchaser.The Purchaser agrees, subject to the other terms and conditions of this Agreement, to
indemnify the Sellers and hold the Sellers harmless for any and all Losses arising out of or resulting from:



SECTION
10.04Limits on Indemnification.(a) Notwithstanding anything to the contrary contained in Article X, the Sellers
shall not be required to indemnify, defend or hold harmless the Purchasers against or reimburse the Purchasers for any Loss pursuant to Section 10.02, unless (i) the Purchasers have
notified the Sellers in writing in accordance with Section 10.05 within the applicable survival period, if any, set forth in Section 10.01, and (ii) the aggregate of all of the
Purchasers' Losses under Section 10.02 exceeds $3 million (in which event the Sellers shall be liable only for the excess of such Losses over $3 million); provided, however, that
in no event shall the aggregate liability of the Sellers under this Agreement and the Ancillary Agreements exceed an amount equal to $137.5 million.

(b)
Notwithstanding anything to the contrary contained in Article X, the Sellers shall not be required to indemnify, defend or hold harmless the Purchasers against or reimburse
the Purchasers for any Losses pursuant to Section 10.02(i) in connection with any failure by the Sellers to perform any of their covenants or agreements under Section 5.01 and
Section 5.02(a), if any such claim or demand otherwise was raised in the Dispute Notice (whether or not accepted) in connection with the Purchase Price adjustment procedures set forth in
Section 2.10.

(c)
Notwithstanding the foregoing, the limits on indemnification contained in this Section 10.04 shall not apply to any Losses arising from (i) a misrepresentation or
breach of warranty by the Sellers contained in Sections 3.01, 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.22 and 3.23, (ii) a breach of covenant or agreement by the Sellers under this Agreement or
(iii) the Excluded Liabilities.

SECTION
10.05Notice and Defense of Claims.(a) Any party seeking indemnification pursuant to Section 10.02 or 10.03
above (an "Indemnified Party") shall give prompt notice to the Sellers, if pursuant to Section 10.02 or to the Purchaser if pursuant to Section 10.03 (each, as is applicable, the
"Indemnifying Party") of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known,
and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and
Liabilities of the Indemnifying Party under this Article IX with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this
Article IX ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim,
the Indemnified Party shall give the Indemnifying Party prompt notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party
from any of its obligations under this Article IX except to the extent the Indemnifying Party is materially prejudiced by such failure.

(b)
The Indemnifying Party shall have the right to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its
intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party. In the

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event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party may participate in such defense, but in any
such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the
Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required
by the Indemnifying Party, and the Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. No such Third
Party Claim may be settled by the Indemnifying Party without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless such settlement involves only the
payment of money or involves a full and unconditional release of the Indemnified Party.

(c)
If the Indemnifying Party shall fail to undertake any such defense, the Indemnified Party shall have the right to undertake the defense thereof, at the Indemnifying Party's
expense. In the event the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make
available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's
control relating thereto as is reasonably required by the Indemnified Party. If the Indemnified Party assumes the defense against any such Third Party Claim and proposes to settle such claim or
proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and shall not
settle any such Third Party claim without the written consent of the Indemnifying Party which consent shall not be unreasonably withheld, (and if unreasonably withheld, the Indemnifying Party shall be
liable for any amounts paid by the Indemnified Party to settle such claim which exceeded the amount that would have been paid to settle such claim had the Indemnifying party reasonably granted such
consent), and the Indemnifying Party shall have the right to assume or reassume the defense of such claim or proceeding.

SECTION
10.06Tax Matters.Anything in this Article X (except for the specific reference to Tax matters in Section 10.01)
to the contrary notwithstanding, the rights and obligations of the parties with respect to indemnification for any and all Tax matters shall be governed by Article VII.

SECTION
10.07Exclusive Remedies.Except as set forth in this Agreement, neither party is making any representation, warranty, covenant
or agreement with respect to the matters contained herein. Anything herein to the contrary notwithstanding, no breach of any representation, warranty, covenant or agreement contained herein shall give
rise to any right on the part of any party, after the consummation of the purchase and sale of the Shares and the Assets contemplated hereby, to rescind this Agreement or any of the transactions
contemplated hereby. Notwithstanding anything in this Agreement to the contrary, each party's sole and exclusive remedy following the Closing for any breach of any representation, warranty, covenant
or agreement contained in this Agreement or any Ancillary
Agreement by any party shall be determined in accordance with this Article X or Article VII with respect to Tax matters.

ARTICLE XI    TERMINATION AND WAIVER

SECTION 11.01Termination.This Agreement may be terminated at any time prior to the Closing:



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SECTION
11.02Effect of Termination.In the event of termination of this Agreement as provided in Section 11.01, (a) this
Agreement shall forthwith become void, except as set forth in Section 5.03 and Article XII, and (b) there shall be no liability on the part of any party hereto, except that
nothing herein shall relieve any party from liability for any breach of this Agreement.

SECTION
11.03Waiver.Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other
acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered by the other parties pursuant
hereto or (c) waive compliance with any of the agreements or conditions of the other parties contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in
writing signed by the parties to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition,
or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

ARTICLE XII    GENERAL PROVISIONS

SECTION 12.01Expenses.Except as otherwise specified in this Agreement, all costs and expenses, including,
without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such costs and expenses, whether or not the Closing shall have occurred; provided that in no event will any of the Companies or the Subsidiary bear or be charged with any such costs or
expenses.

SECTION
12.02Currency.All references to currency, monetary values and dollars set forth herein shall mean United States dollars and
payments hereunder shall be made in United States dollars.

SECTION
12.03Notices.All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given
or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.03):



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SECTION
12.04Public Announcements.No party to this Agreement shall make, or cause to be made, any press release or public
announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without prior notification to and prior written consent of the other
party, and the parties shall cooperate as to the timing and contents of any such press release or public announcement. Notwithstanding the foregoing, where an announcement is required by law or stock
exchange rules, the party required to make such an announcement shall notice the other of such (and provide a copy of such to the other party) as soon as practicable in advance of such announcement
and, to the extent practical, take the views of the other party in respect of such announcement into account prior to making such announcement.

SECTION
12.05Headings.The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect
in any way the meaning or interpretation of this Agreement.

SECTION
12.06Time of Date.Where it is necessary to determine the time on a specified date when an asset is transferred, a liability
assumed, a risk passes or a calculation is made, that time shall be at the close of business on such date.

SECTION
12.07Severability.If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any
Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent possible.

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SECTION 12.08Entire AgreementThis Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both written and oral, between the Sellers and the Purchasers with respect to the subject matter hereof.

SECTION
12.09Assignment.This Agreement may not be assigned without the express written consent of the Sellers and the Purchaser
(which consent may be granted or withheld in the sole discretion of the Sellers and the Purchaser); except that the Purchaser may, by written notice to the Sellers, designate any subsidiary organized
in Delaware as the U.S. Purchaser, any subsidiary organized in Switzerland as the Swiss Purchaser, and any subsidiary as the UK Purchaser (subject to Section 7.10(f)), it being understood that
the Purchaser shall be jointly and severably liable with each such other Purchaser for the performance of the Purchasers obligations hereunder.

SECTION
12.10No Third Party Beneficiaries.This Agreement shall be binding upon and inure solely to the benefit of the parties hereto
and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including, without limitation, any Transferred Employee any union or any
employee or former employee of the Sellers, any legal or equitable right, benefit or remedy of any nature whatsoever, including, without limitation, any rights of employment for any specified period,
under or by reason of this Agreement.

SECTION
12.11Amendment.This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on
behalf of, the Sellers and the Purchaser or (b) by a waiver in accordance with Section 11.03.

SECTION
12.12Governing Law.This Agreement (other than Article VIII and Section 5.09, which shall be governed by the
laws of England) shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that state. All
actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any New York state or federal court sitting in the City of New York, and the parties hereto hereby
irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive any defense of an inconvenient forum to the maintenance of any such action or
proceeding.

SECTION
12.13Waiver of Jury Trial.Each of the parties hereto irrevocably and unconditionally waives trial by jury in any legal action
or proceeding relating to this Agreement, the Ancillary Agreements or the transactions contemplated hereby and thereby and for any counterclaim therein.

SECTION
12.14Counterparts.This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION
12.15Specific Performance.The parties hereto agree that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or equity
without the necessity of demonstration the inadequacy of monetary damages.

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IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

| |  | COVANCE INC.                                   
| |  | -----------------------------------------------
| |  | By:                                            
| |  | COVANCE CLINICAL AND PERIAPPROVAL SERVICES LTD.
| |  | By:                                            
| |  | FISHER SCIENTIFIC INTERNATIONAL INC.           
| |  | By:                                            

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