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                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                   For the fiscal year ended December 31, 1996

                        Commission file number 340-23520

                          QUINTILES TRANSNATIONAL CORP.
             (Exact name of registrant as specified in its charter)

         North Carolina                               56-1714315
    (State of incorporation)            (I.R.S. Employer Identification Number)

   4709 Creekstone Drive, Suite 300
         Durham, North Carolina                                27703-8411
(Address of principal executive office)                        (Zip Code)

Registrant's telephone number, including area code:  (919) 941-2000

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value per share
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]   No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [ ]

         The aggregate market value of the registrant's Common Stock at March
12, 1997 (the most recent practicable date) held by those persons deemed by the
registrant to be non-affiliates was approximately $1,531,423,095.

         As of March 12, 1997 (the most recent practicable date), there were
34,792,239 shares of the registrant's Common Stock, $.01 par value per share,
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Document                                                     Where Incorporated
--------                                                     ------------------

1.   Annual Report to Shareholders for the year ended 
     December 31, 1996                                           Part II

2.   Proxy Statement for the Annual Meeting of 
     Shareholders to be held April 30, 1997                      Part III



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                        QUINTILES TRANSNATIONAL CORP.

                           Form 10-K Annual Report

                                    INDEX
<TABLE>
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                                                                                       Page
                                                                                       ----

<S>                                                                                      <C>
Part I....................................................................................3

   Item 1. Business.......................................................................3

   Item 2. Properties....................................................................16

   Item 3. Legal Proceedings.............................................................17

   Item 4. Submission Of Matters To A Vote Of Security Holders...........................17

Part II..................................................................................17

   Item 5. Market For Registrant's Common Equity And Related Stockholder Matters.........18

   Item 6. Selected Financial Data.......................................................18

   Item 7. Management's Discussion And Analysis Of Financial Condition And Results
           Of Operations.................................................................18

   Item 8. Financial Statements And Supplementary Data...................................18

   Item 9. Changes In And Disagreements With Accountants On Accounting And
           Financial Disclosure..........................................................18

Part III.................................................................................18

   Item 10. Directors And Executive Officers Of The Registrant...........................18

   Item 11. Executive Compensation.......................................................18

   Item 12. Security Ownership Of Certain Beneficial Owners And Management...............18

   Item 13. Certain Relationships And Related Transactions...............................18

Part IV..................................................................................19

   Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K.............19
</TABLE>


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                                     PART I

ITEM 1. BUSINESS

GENERAL

         Quintiles Transnational Corp. (the "Company") is a leading provider of
full-service contract research, sales and marketing services to the global
pharmaceutical, biotechnology and medical device industries. Supported by its
extensive information technology capabilities, the Company provides a broad
range of fully-integrated contract services in order to accelerate the time from
discovery to peak market acceptance of a new therapy by offering traditional
contract research services as well as contract sales and marketing services. In
addition, the Company also supports the developing information needs of the
healthcare industry by providing health economics and healthcare policy
consulting and disease and health information management services.

         Since its inception in 1982, the Company has continued to expand the
scope of its services and its geographic presence to support the needs of its
clients on a worldwide basis. The Company has implemented a number of strategic
initiatives to broaden its array of services and create new opportunities for
growth. In November 1996, the Company completed a share exchange for all of the
outstanding shares of Innovex Limited ("Innovex"), an international contract
services organization specializing in contract research, sales and marketing of
new therapies for pharmaceutical companies. Innovex's contract sales and
marketing and clinical research activities are concentrated on the perimarketing
phase of product life, which the Company defines as the period from two years
before to two years after regulatory approval. Innovex enables the Company to
complement its clinical research focus on obtaining regulatory approval with
services designed to assist clients in achieving market penetration of new
therapies. Accordingly, with the addition of Innovex, the Company is now able to
provide late stage clinical trials and product launch services to clients during
a critical and costly stage of bringing a product to market.

         Also in November 1996, the Company acquired BRI International, Inc.
("BRI"), a leading international contract research firm specializing in medical
device development and regulatory compliance consulting. The addition of BRI
allows the Company to offer contract services to medical device developers, and
consulting services relating to good manufacturing practices ("GMP"), good
clinical practices ("GCP") and good laboratory practices ("GLP"). In May 1996,
the Company acquired the operating assets of Lewin-VHI, Inc., a
nationally-recognized healthcare consulting firm, and formed The Lewin Group,
Inc. ("Lewin") as a new subsidiary of the Company. Combined with Benefit
International, a firm specializing in pharmacoeconomic and quality of life
evaluations that was acquired by the Company in May 1995, Lewin serves as the
foundation for the Company's efforts to offer broad-based disease and health
information management services. In February 1996, the Company acquired PMC
Contract Research AB ("PMC"), a contract research organization ("CRO") located
in Uppsala, Sweden which has extensive clinical trials management expertise as
well as a Phase I clinical trial testing unit and an analytical laboratory.
This acquisition enabled the Company to expand its ability to provide drug
development services in Scandinavia and position itself for further growth in
that important region for drug development. Also in 1996, in order to increase
its capacity in clinical trial drug formulation, manufacturing, packaging and
distribution, the Company began construction of a 171,000 square foot facility
in Bathgate, Scotland. The Bathgate facility also will house a clinical data
management center.

         To facilitate the integration of these acquisitions and to capitalize
on the synergies each acquisition provides, the Company recently reorganized
into three operating divisions which work





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closely together to provide the Company's services on an integrated basis. The
Contract Research Division covers services through Phase IIIa clinical trials,
including study design, clinical data management and biostatistical analysis,
laboratory services, formulation and packaging of clinical trial drugs,
pre-clinical services, regulatory affairs and medical device consulting. The
Innovex Division includes perimarketing clinical studies in Phases IIIb and IV,
as well as the Company's pharmaceutical sales and marketing services. Finally,
the Lewin-Benefit Division encompasses the Company's health economics and
healthcare policy consulting and disease and health information management
services. The divisions provide an organizational framework for the Company to
cross-sell its services and enable it to offer both product development and
sales and marketing services to clients. Accordingly, the Company believes its
breadth of services strengthens its competitive position as it looks to become
the provider of choice for pharmaceutical, biotechnology and medical device
companies and the broader healthcare industry.

INDUSTRY OVERVIEW

         The CRO industry provides independent product development services
primarily for the pharmaceutical and biotechnology industries. Companies in
these industries outsource product development services to CROs in order to
manage the drug development process more efficiently and cost-effectively to
maximize the benefits in time and profit of patent-protected products. CROs
derive substantially all of their revenue from the research and development
expenditures of pharmaceutical and biotechnology companies. The CRO industry has
evolved from providing primarily pre-clinical services in the 1970s to a
full-service industry, offering services during the pre-clinical, clinical and
post-marketing phases of development for new therapies. In addition to managing
clinical trials, CROs provide scientific evaluations and analyze the results
according to good clinical and laboratory practices as required by the
applicable regulatory authorities. CROs serving the medical device industry
provide similar services designed to assist medical device developers in
obtaining regulatory approval.

         The contract sales industry emerged in the 1980's, most notably in the
U.K. where regulatory cost containment pressure, the Company believes, led
pharmaceutical companies to search for a more cost-effective way to launch new
products. As a result, in order to convert high fixed costs into variable costs,
large pharmaceutical companies began to outsource their sales and marketing
activities related to product launch. The Company believes that contract sales
and marketing opportunities could emerge in the medical device and biotechnology
industries, as well.

         The Company believes that there is a significant market opportunity for
companies focusing on the perimarketing phase of a product life cycle. The
perimarketing period is characterized by significant spending on large scale
clinical trials and sales staff requirements necessary to gain commercial
acceptance of products. The Company believes that organizations offering
integrated product development and sales and marketing services during the
perimarketing period will be able to further shorten the product development
cycle and accelerate market penetration so that drug sponsors can maximize the
duration of a drug's commercial life under patent protection, and therefore
maximize related revenue and return on investment. Accordingly, the Company
believes that such organizations will have a competitive advantage over
companies that compete only in either the CRO or contract sales industries.

TRENDS AFFECTING OUTSOURCING

         Worldwide spending on pharmaceutical products and medical devices is
increasing due to a combination of factors, including aging populations and a
growing number of pharmaceutical and medical device products that provide
enhanced therapeutic benefits. At the same time, regulatory pressures and
pricing constraints have intensified as governments and private healthcare
payors seek to




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manage the growth of total healthcare expenditures. These developments have led
to intense competition in the pharmaceutical, biotechnology and medical device
industries, where innovation, more focused research and development, rapid
product introduction and cost-effectiveness have become key competitive factors.
The Company believes that in response to these developments, pharmaceutical,
biotechnology and medical device companies are increasingly outsourcing a
variety of activities associated with product development and pharmaceutical
sales and marketing to specialist third party service providers such as the
Company. Although outsourcing has been prevalent for long periods of time in
many industries, outsourcing to CROs and contract sales organizations is a
relatively recent trend and one that is still evolving. Through such
outsourcing, drug and medical device developers are attempting to reduce fixed
costs and accelerate the time to market, commercial acceptance and market
penetration of their products, with the aim of maximizing their return on
investment.

         The Company believes that the following factors will contribute to the
increased use of drug development and contract sales and marketing outsourcing
and an expansion of the scope of services outsourced: (i) competitive pressures
to contain costs and accelerate time to market; (ii) globalization of the
marketplace; (iii) importance of sales and marketing activities; (iv) stringent
regulation and the need for sophisticated information technology; (v) the growth
in the biotechnology and genomics industries; and (vi) medical device industry
growth.

SERVICES

         The Company provides globally integrated contract research, sales and
marketing services to the pharmaceutical, biotechnology and medical device
industries. The Company also offers health economics and healthcare policy
consulting and disease and health information management services.

         The Company provides its clients with a continuum of services that
develops a laboratory discovery into a product sale. The Company is organized
into three operating divisions that interface with the client at complementary
points in the process. Within the divisional structure, there is considerable
overlap in specific services and a free flow of communication to best meet each
client's needs. Traditional CRO services range from pre-clinical testing to
Phase IIIa clinical trials and are handled by the Contract Research Division.
Once the product has reached Phase IIIb clinical trials and is therefore in the
perimarketing period, client services generally are provided by the Innovex
Division. These two divisions generate significant amounts of data that are
processed and analyzed by a sophisticated information technology system.
Information technology is at the core of the Company's operations because it
enhances the quality of the Company's services and allows the free flow of
information between the divisions that is key to maximizing the value delivered
by the Company. In addition, the data can be used and further developed by the
Lewin-Benefit Division, which handles disease and health information management.
The Company's services are described in greater detail below.

CONTRACT RESEARCH SERVICES

         Clinical Trial Services.

         The Company offers comprehensive clinical trials services which are the
basis for obtaining regulatory approval for drugs and medical devices. The
Company has specialized business units and extensive experience in the
therapeutic areas of the central nervous system, cardiovascular, infectious and
respiratory diseases as well as in the field of oncology. The Company also has
significant clinical trials experience in the therapeutic areas of
endocrinological, gastroenterological, genitourinary and musculoskeletal
diseases. The Company is experienced in managing large trials involving several




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thousand patients at several hundred sites and in multinational trials conducted
simultaneously in the Americas, Europe, the Asia-Pacific region and South
Africa.

         The Company provides its clients with one or more of the following core
clinical trials services:

         Study Design. The Company uses its broad development expertise to serve
its clients in the critical area of study design by assisting in the preparation
of the study protocol and design of case report forms ("CRFs"). The protocol
defines the medical issues to be examined, the number of patients required to
produce statistically valid results, the period of time over which they must be
tracked, the frequency and dosage of drug administration and the study
procedures. The study's success often depends on the protocol's ability to
predict correctly the requirements of the applicable regulatory authorities.

         Investigator Recruitment. During clinical trials, the drug is
administered to patients by physicians, also referred to as investigators, at
hospitals, clinics or other locations, also referred to as sites. The Company's
ability to identify and recruit investigators with the appropriate expertise and
an adequate base of patients who satisfy the requirements of the study protocol
is critical to the success of the trial. The Company has access to several
thousand investigators who have conducted clinical trials worldwide for the
Company.

         Study Monitoring. The Company provides study monitoring services which
include investigational site initiation, patient enrollment assistance and data
collection and clarification. Site visits serve to assure the quality of the
data which are gathered according to GCP and to meet the sponsors' and
regulatory agencies' requirements as specified in the study protocol.

         Clinical Data Management and Biostatistical Services. The Company's
clinical data management and biostatistical services were the original
foundations of the Company, and the Company believes that they are two of the
Company's primary competitive strengths. The Company has extensive experience in
the United States and Europe in the creation of scientific databases for all
phases of the drug development process, including the creation of customized
databases to meet client-specific formats, integrated databases to support New
Drug Application ("NDA") submissions and databases in accordance with the United
States Food and Drug Administration ("FDA") and European specifications. The
Company believes that its global database capabilities are a significant
competitive advantage, particularly in large-scale multi-jurisdictional trials
involving thousands of patients at hundreds of sites. For example, during 1996
the Company managed the NDA submission process for six large-scale programs. The
largest program included approximately 3,000 patients located throughout the
United States, Europe and Japan.

         Phase I Services. The Company has Phase I units located in London,
England, Uppsala, Sweden, Freiburg, Germany and Lenexa, Kansas. The services
offered by these units include dose ranging, bioavailability/bioequivalence
studies, pharmacokinetic/pharmacodynamic modeling, first administration to
humans, multiple dose tolerance, dose effect relationship and metabolism
studies. Because its Phase I units focus primarily on studies for new,
innovative products, rather than generics, the Company believes there is greater
opportunity for winning contracts for larger, later stage studies of such
innovative products.

         In addition to the Company's core clinical trials management services,
the Company provides its clients with the following specialized services:

         Centralized Clinical Trial Laboratory. In addition to providing
comprehensive safety and efficacy testing for clinical trials, the Company's
centralized clinical trial laboratory provides site-specific study materials,
customized lab report design and specimen archival and management on behalf




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of a study sponsor. The centralized laboratory offers a 48-hour turnaround time
for laboratory results and is capable of providing direct electronic integration
of laboratory data into safety and efficacy reports for NDA submissions.

         Formulation, Manufacturing and Packaging Services. The Company offers
services in the design and development of pharmaceutical dose forms as well as
the manufacture of study drug and placebos and the appropriate packaging of
these for double blinded studies. These services can expedite the drug
development process because clinical trials are often postponed by delays in the
manufacture of study drug materials. The Company is expanding its capacity for
delivering these services through the construction of a new 171,000 square foot
facility at Bathgate, Scotland which the Company believes will be one of the
largest specialist clinical trial supplies units in the world. The Company
anticipates construction will be completed in late 1997. The facility also will
house a clinical data management center.

         Pre-Clinical Services.

         The Company's pre-clinical unit in Edinburgh, Scotland is part of a
drug development facility acquired by the Company in 1995 from Syntex
Pharmaceuticals Limited. This unit, combined with the Company's pre-clinical
facility in Ledbury, England, provides clients with a wide array of pre-clinical
and toxicology services. These services are designed to produce the data
required to identify, quantify, and evaluate the risks to humans resulting from
the manufacture or use of pharmaceutical and biotechnology products, including
developmental and reproductive toxicology, genetic toxicology, neurotoxicology,
carcinogenicity testing, pharmacology, analytical chemistry, pathology,
metabolism and pharmacokinetics.

         Regulatory Affairs Services.

         The Company provides comprehensive medical and regulatory services for
its pharmaceutical and biotechnology clients. The Company's medical services
include medical oversight of studies, review and interpretation of adverse
experiences, medical writing of reports and study protocols and strategic
planning of drug development programs. Regulatory services for product
registration include regulatory strategy design, document preparation,
consultation, and liaison with various regulatory agencies. The Company's
regulatory affairs professionals help to define the steps necessary to obtain
registration in the most expeditious manner. The Company is able to provide such
services in numerous countries to meet its clients' needs to launch products in
multiple countries simultaneously.

         Medical Device Services.

         With its acquisition of BRI in November 1996, the Company believes it
obtained a leading international contract research firm specializing in medical
devices and regulatory consulting. The Company's service offerings include:
review of global strategies for device development and introduction; identifying
regulatory requirements in targeted markets; clinical study design and planning;
data management; statistical analysis of report preparations; global clinical
trial management and monitoring capabilities; consultation on quality control
and quality assurance issues; regulatory filings; compliance with United States,
European and European Union regulations relating to medical devices; long-range
planning for multinational product launches; compliance with legislative
requirements for market access; post-marketing requirements; managing
relationships with national governments and regulatory authorities; European
pricing strategies; and European personnel and recruitment services.

PERIMARKETING SERVICES (INNOVEX)





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         The Company provides services to the pharmaceutical industry with a
strategic focus on the commercial launch of new drugs. These services include
contract sales, marketing and Phases IIIb and IV clinical trials. The Company
believes that there is significant potential for future growth in the market for
such contract services. The Company is well-positioned to benefit from this
opportunity by cross-selling its sales and marketing outsourcing capabilities to
its contract research clients. Similarly, the Company believes that its existing
and new sales and marketing relationships will benefit its future contract
research opportunities.

         Sales and Marketing Services.

         The Company offers a flexible range of contract sales services which
are delivered through dedicated and syndicated sales teams. Dedicated sales
teams are comprised of sales representatives recruited by the Company in
accordance with client specifications to conduct sales efforts for a particular
client. Dedicated sales teams can be managed by the Company or can report
directly to the client, depending on client preference. In certain
circumstances, the Company can transfer an entire dedicated sales team to the
client for an additional placement fee. Syndicated sales teams promote a number
of drugs for different clients and are generally managed directly by the
Company. The Company's contract sales teams form a highly skilled network of
professionals that afford clients substantial flexibility in selecting the
extent and cost of promoting products as well as their level of involvement in
managing the sales effort.

         The Company believes that speed of recruitment, quality of training and
management of sales representatives, supported by advanced information
technology, are key to providing clients with a sales force tailored to meet
their geographic and scheduling needs. The Company's ability to assemble a sales
team quickly is a product of combining the talents of experienced personnel for
screening and interviewing candidates with the use of information technology,
such as scanning and resume tracking systems, to expedite recruitment. In the
United States, the Company maintains an electronic database of 54,000 resumes
and has recruited as many as 125 sales representatives per week. In addition,
the Company has established relationships with specialist healthcare recruitment
agencies in Europe, particularly the U.K., and the United States to assist in
its recruiting efforts. A client-specific national sales force can be recruited
by the Company in as few as eight weeks, whereas the Company believes
pharmaceutical companies often take six to nine months to build an internal
sales force. Sound hiring procedures, such as the Company's candidate assessment
program, background screenings and drug testing programs, supplemented by the
Company's internal training and development programs, help to ensure the quality
of recruited personnel. Once the sales teams are assembled, the Company uses its
electronic territory management system ("ETMS") to enhance the speed,
effectiveness and accountability to clients of its contract sales activities.
This system is currently being used in the United States and is being
implemented in the U.K. The Company intends to further expand the use of ETMS in
the U.K. and internationally in 1997.

         The Company also provides a range of specialized marketing services
specifically for pharmaceutical companies aimed at influencing the decisions of
patients and physicians and accelerating the acceptance of drugs into treatment
guidelines and formularies. Such services are typically purchased by the
marketing departments of pharmaceutical companies, however, marketing of new
products often receives substantial attention from senior executives, creating
an opportunity for the Company to interact with the strategists of the
pharmaceutical industry. The Company believes that its commercial orientation,
clinical and promotional expertise and international experience enable it to
tailor programs to specific client needs in a wide range of geographic markets
and therapeutic areas.

         The market for outsourced contract sales and marketing services in the
pharmaceutical industry has been predominantly national in nature and is most
highly developed in the U.K. where the Company




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estimates that one out of every four pharmaceutical sales representatives is a
contract sales representative. In 1996, the Company derived $76.7 million of its
net revenue from the contract sales and marketing services of its U.K.
operations. The Company believes that contract sales and marketing generally is
more developed in the U.K. because regulatory cost containment pressures
occurred much earlier there than in other markets. Although there is a much
lower level of market penetration for outsourced sales and marketing services in
most other countries, the market has been growing, particularly in the United
States and Germany, where increased cost containment pressures have emerged. Net
revenue from the Company's contract sales and marketing services in the United
States and Germany for 1996 was $55.4 million and $14.4 million, respectively.
The Company also currently offers contract sales and marketing services in The
Netherlands, Sweden and Spain and is seeking to develop such services in other
parts of the world.

         Contract Research Services.

         The Innovex Division also provides contract research services,
primarily for Phase IIIb and Phase IV clinical trials during the perimarketing
period. The Company believes that the focus by the Innovex Division on Phase
IIIb and Phase IV trials complements the Company's sales and marketing
activities and enables the Company to integrate marketing considerations with
the design of late stage clinical research protocols. The Company believes this
coordination between clinical investigators and marketing professionals enables
it to add value during the sales and marketing of a product.

HEALTH ECONOMICS AND DISEASE INFORMATION MANAGEMENT SERVICES (LEWIN-BENEFIT)

         The Company offers a wide range of health economics and disease
management information services to private and public sector clients to develop
solutions in the public policy, managed care and medical technology arenas of
healthcare. The Company's capabilities encompass health economics and healthcare
policy research and consulting and disease and health information management
services. The Company serves clients throughout the healthcare industry,
including federal and state government agencies, associations, hospitals,
physician groups, managed care organizations, industry suppliers, pharmaceutical
companies and insurers.

         Healthcare Policy Research and Consulting.

         The Company's healthcare policy research and healthcare consulting
services are designed to assist clients in evaluating healthcare programs and
policies and developing strategies for doing business in the highly regulated
healthcare environment. The Company has over 100 consultants, including
clinicians, economists, marketing professionals and former high-level government
executives with experience in the private sector, providing interdisciplinary
skills and expert capabilities in corporate strategic planning and management,
program and policy development, financial and cost-effectiveness analysis,
evaluation design, microsimulation modeling and data analysis across five
general practice areas: public health and finance policy, healthcare
organizations, economic analysis, managed care and medical technology. The
Company has access to more than 76 healthcare-related databases and has
developed the expertise to analyze such complex data to respond to its clients'
information needs. These services represent the core competencies of Lewin, a
nationally-recognized healthcare consulting firm acquired by the Company in
1996. The Company believes that it can leverage Lewin's reputation, expertise
and access to providers and policymakers to cross-sell its other health
economics and information management services beyond its current market.

         Health Economics Consulting and Disease Information Management
         Services.




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         The Company's health economics consulting and disease information
management services focus on applying healthcare outcomes analysis to the
economic valuation of drugs and the treatment of diseases using data generated
from its clinical trials services. These services enable regulators, health-care
providers and third parties to assess the pricing and cost-effectiveness of new
medical therapies. The Company believes that such economic valuation of
therapies will play an important role in the future determination of drug
pricing. Additionally, France, Germany, the U.K., Canada and Australia require
cost-benefit analyses in regulatory submissions, and the Company believes that
other countries may adopt similar requirements in the future. The Company
believes that it will benefit from cross-selling these services to its
pharmaceutical and biotechnology clients which are subject to pressures from
managed care providers and regulators to demonstrate the cost-effectiveness of
new products.

         Platform for Future Growth.

         The Company is positioning itself to serve as a health information
interface between the users of healthcare services and the developers of
healthcare treatments by developing health information management services
designed to evaluate alternative healthcare solutions and provide third parties
with the tools to select among them. While hospitals and healthcare provider
organizations are placing intense pressure on the prices of products and
services, the public is highly concerned about the resulting quality of care.
The Company believes that purchasers of healthcare services, such as individuals
and employers, as well as public interest groups and governments, are becoming
increasingly interested in the value of care, as a function of its cost and
level of quality, and accordingly, are seeking ways to measure and weigh the
value of various healthcare alternatives.

INFORMATION TECHNOLOGY

         All of the Company's services are enhanced by the Company's ongoing
investment in information technology. The Company believes that it was a pioneer
in the CRO industry in building a comprehensive global information technology
network for gathering, managing and analyzing clinical trials data. The
Company's information technology systems consist of a wide area network linking
approximately 50 local area networks and interconnecting over 6,000
microcomputers worldwide. The Company continues to improve and expand this
network, supported by the development of data management software to further
streamline the drug development process. The Company's network enables the
exchange of information among the Company's offices on a worldwide basis,
facilitating concurrent multinational clinical trials and regulatory
submissions. In addition, through the Company's innovative systems, clients are
able to gain direct access to key data with respect to their products in
testing, such as adverse events, CRFs and clinical laboratory testing results on
a current basis. Clients using the Company's sales and marketing services can
access information related to sales calls and provide feedback about the
performance of the Company's sales representatives. The Company's sales and
marketing services are further supported by its ETMS for planning, targeting,
reporting, analysis and communications of sales and marketing activities,
allowing the Company to centralize management of sales activities across a broad
geographic area. The Company currently uses this system in the United States and
is implementing it in the U.K. The Company intends to further expand the use of
ETMS in the U.K. and internationally in 1997. Additionally, the Company utilizes
an enhanced system for screening and tracking resumes as the cornerstone of its
efforts to rapidly recruit qualified sales representatives.

         Some of the Company's internally developed systems which facilitate its
drug development services, sales and marketing services and overall business
management are described below:

         INNTRAX(R) Computerized clinical trial administrative management
                    system.

         QTONE(TM)  Touchtone and voice response patient information system.




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         QCANDA(TM) System for electronic submission and review of NDA data.

         QSTAR(TM)  Imaging technology process which eliminates time and
                    minimizes errors in data management by electronically 
                    routing and tracking optically scanned CRFs.

         QLIMS(TM)  A laboratory data management system which provides
                    protocol-specific validity checks.

         QNET(TM)   System which allows electronic monitoring of laboratory test
                    data.

         QNOW(TM)   Client contact management and investigator database.

         IBDIS      Client news-tracking system.

         The Company's information technology systems are supported by
approximately 170 employees worldwide who are committed to the ongoing
development of technology solutions to support the Company's services on a
worldwide basis.

CLIENTS AND MARKETING

         The Company coordinates its business development efforts across its
service offerings through a central business development function. The Company
believes that it is best able to capitalize on the synergies arising from its
broad array of fully-integrated contract services by cross-selling its services
at a centralized level. In addition, the Company believes that this structure
allows the Company to serve its clients more effectively, while permitting the
divisions to focus on the services provided.

         The Company's business development function directs the activities of
business development personnel in each of the Company's United States locations
as well as the Company's locations in the U.K., Belgium, Canada, France,
Germany, Ireland, Italy, Japan, The Netherlands, Argentina, Denmark, Australia,
Spain, Sweden and Singapore. Most of the Company's business development
personnel have technical or scientific backgrounds and many are physicians,
pharmacologists, statisticians or regulatory affairs professionals. The Company
coordinates its worldwide marketing efforts through a computerized system
integrated into each of the Company's offices that is actively marketing
services.

         The Company provides its clinical research, sales and marketing
services on a global basis to the pharmaceutical, biotechnology and medical
device industries. In addition, the Company provides health economics and
healthcare policy consulting and disease and health information management
services to the United States healthcare industry and governments. For the year
ended December 31, 1996, approximately 43.8% of the Company's net revenue was
attributed to operations in the Americas, 53.8% to European operations and 2.4%
to Asia-Pacific operations. The Company has provided services during 1996 to 49
of the 50 largest pharmaceutical companies in the world, as ranked by 1995
healthcare revenue, and to the 11 largest biotechnology companies in the world,
as ranked by market capitalization in December, 1996. In 1996, the Company
represented over 300 clients, including some of the largest American, European
and Japanese pharmaceutical companies.

         In 1996, Novartis AG accounted for 11.9% of the Company's consolidated
net revenue. The Company has in the past derived, and may in the future derive,
a significant portion of its net revenue from a relatively limited number of
major projects or clients. As pharmaceutical companies continue to outsource
large projects and studies to fewer full-service global providers, the
concentration of business could increase. The Company is likely to experience
such concentration in 1997 and in future years. The loss of any such client
could materially and adversely affect the Company.

COMPETITION





                                       11
<PAGE>   12





         The market for the Company's contract research services is highly 
competitive, and the Company competes against traditional CROs, the in-house
research and development departments of pharmaceutical companies, as well as
universities and teaching hospitals. Within the CRO industry, there are several
hundred small, limited-service providers, several medium-sized firms, and only
a few full-service companies with global capabilities. The Company believes
that it is the only company offering full-service contract research services
with annualized net revenue exceeding $500 million. Consolidation in the CRO
industry will likely result in greater competition among the larger contract
research providers for clients and acquisition candidates. The Company's
primary contract research competitors include Covance Pharmaceutical Product
Development, Inc., PAREXEL International Corp. and ClinTrials Research, Inc. In
sales and marketing services, the Company competes against the in-house sales
and marketing departments of pharmaceutical companies and small local contract
sales organizations in each country in which it operates. The Company also
competes against consulting firms offering healthcare consulting services,
including boutique firms specializing in the healthcare industry and the
healthcare departments of large firms.

         Competitive factors for contract research services include previous
experience, medical and scientific experience in specific therapeutic areas, the
quality of contract research, the ability to organize and manage large-scale
trials on a global basis, the ability to manage large and complex medical
databases, the ability to provide statistical and regulatory services, the
ability to recruit investigators, the ability to integrate information
technology with systems to improve the efficiency of contract research, an
international presence with strategically located facilities, financial
viability, and price. The primary competitive factors affecting contract sales
and marketing services are the ability to quickly assemble, train and manage
large qualified sales forces to handle broad scale launches of new drugs and
price. Competitive factors affecting healthcare consulting services include
experience, reputation, access to data, ability to analyze data and price. The
Company believes that it competes favorably in these areas. In addition, the
Company believes that the synergies arising from integrating contract research
services with contract sales and marketing services, supported by global
operations and information technology, differentiate the Company from its
competitors.

EMPLOYEES

         The Company has approximately 7,375 employees, comprised of
approximately 3,325 in the Americas, 3,925 in Europe and Africa and 125 in the
Asia-Pacific region, and over 50 offices in 20 countries.

CONTRACT REVENUE

         Most of the Company's contracts are fixed price, with some variable
components, and range in duration from a few months to several years. Generally,
a portion of the contract fee is paid at the time the project is initiated with
performance-based installments payable over the contract duration. Most
contracts are terminable upon 15-90 days' notice by the client, and typically
provide for termination or winding down fees. Also, some client contracts call
for the client to reimburse the Company at cost for certain items such as
investigator payments and travel. These reimbursed costs are deducted from
professional fee income in calculating net revenue. The Company recognizes net
revenue from its contracts on a percentage-of-completion or per diem basis as
work is performed. Consistent with prior years' practice, the Company considers
net revenue its primary measure of revenue growth.

BACKLOG

         The Company believes that backlog is not a consistent indicator of
future results because backlog can be affected by a number of factors, including
the variable size and duration of projects,




                                       12
<PAGE>   13



many of which are performed over several years. Additionally, projects may be
terminated by the client or delayed by regulatory authorities for many reasons,
including unexpected test results. Moreover, the scope of a project can change
during the course of a study.

         The Company reports backlog based on anticipated net revenue from
uncompleted projects which have been authorized by the client, through a written
contract or otherwise. Once work begins on a project, net revenue is recognized
over the duration of the project. Using this method of reporting backlog, at
December 31, 1996, backlog was approximately $708 million, as compared to
approximately $415 million at December 31, 1995.

POTENTIAL LIABILITY

         In connection with its provision of contract research services, the
Company contracts with physicians to serve as investigators in conducting
clinical trials to test new drugs on human volunteers. Such testing creates risk
of liability for personal injury to or death of volunteers, particularly to
volunteers with life-threatening illnesses, resulting from adverse reactions to
the drugs administered. Although the Company does not believe it is legally
accountable for the medical care rendered by third party investigators, it is
possible that the Company could be held liable for the claims and expenses
arising from any professional malpractice of the investigators with whom it
contracts or in the event of personal injury to or death of persons
participating in clinical trials. The Company also could be held liable for
errors or omissions in connection with the services it performs. In addition, as
a result of its Phase I clinical trials facilities, the Company could be liable
for the general risks associated with a Phase I facility including, but not
limited to, adverse events resulting from the administration of drugs to
clinical trial participants or the professional malpractice of Phase I medical
care providers. The Company believes that its risks are reduced by contractual
indemnification provisions with clients and investigators, insurance maintained
by clients and investigators and by the Company, various regulatory
requirements, including the use of institutional review boards and the
procurement of each volunteer's informed consent to participate in the study.
The contractual indemnifications generally do not protect the Company against
certain of its own actions such as negligence. The contractual arrangements are
subject to negotiation with clients and the terms and scope of such
indemnification vary from client to client and from trial to trial. The
financial performance of these indemnities is not secured. Therefore, the
Company bears the risk that the indemnifying party may not have the financial
ability to fulfill its indemnification obligations. The Company maintains
professional liability insurance that covers worldwide territories in which the
Company currently does business and includes drug safety issues as well as data
processing errors and omissions. The Company could be materially and adversely
affected if it were required to pay damages or bear the costs of defending any
claim outside the scope of or in excess of a contractual indemnification
provision or beyond the level of insurance coverage or in the event that an
indemnifying party does not fulfill its indemnification obligations.

GOVERNMENT REGULATION

         The preclinical, laboratory and clinical trial supply services
performed by the Company are subject to various regulatory requirements designed
to ensure the quality and integrity of the data or products of these services.
The industry standard for conducting preclinical and laboratory testing is
embodied in the GLP regulations. The requirements for facilities engaging in
clinical trial supplies preparation, labeling and distribution are set forth in
the GMP regulations. GLP and GMP regulations have been mandated by the FDA and
the Department of Health in the United Kingdom, and adopted by similar
regulatory authorities in other countries. GLP and GMP stipulate requirements
for facilities, equipment, supplies and personnel engaged in the conduct of
studies to which these regulations apply. The regulations require that written,
standardized procedures are followed during the conduct of studies and for the
recording, reporting and retention of study data and records. To help assure
compliance, the Company has established Quality Assurance programs at its
preclinical, laboratory and clinical trial supply facilities which monitor
ongoing compliance with GLP and GMP regulations by auditing study data and
conducting regular inspections of study procedures.


                                       13
<PAGE>   14



         The industry standard for the conduct of clinical research and
development studies is embodied in GCP regulations and guidelines. The FDA and
many other regulatory authorities require that study results and data be
submitted to such authorities to be based on studies conducted in accordance
with GCP provisions. These provisions include  (i) complying with specific
regulations governing the selection of qualified investigators; (ii) obtaining
specific written commitments from the investigators; (iii) verifying that
patient informed consent is obtained; (iv) instructing investigators to
maintain records and reports; (v) verifying drug  or device accountability;
and (vi) permitting appropriate governmental authorities access to data for
their review. Records for clinical studies must be maintained for specified
periods for inspection by the FDA during audits. Non-compliance with GCP
requirements can result in the disqualification of data collected during the
clinical trial.

         The Company's standard operating procedures related to clinical
studies are written in accordance with regulations and guidelines appropriate
to the region where they will be used, thus ensuring compliance with GCP.
Within Europe, all work is carried out in accordance with the European
Community Note For Guidance "Good Clinical Practice for Trials on Medicinal
Products in the European Community." In addition, FDA regulations and
guidelines serve as a basis for the Company's North American standard operating
procedures. The Company's offices in the Asia-Pacific region have developed
standard operating procedures in accordance with their local requirements and
in harmony with the Company's North American and European operations. From a
transnational perspective, the Company has implemented common standard
operating procedures across regions to assure consistency whenever it is
feasible to do so.

         The Company's sales and marketing services are subject to detailed and
comprehensive regulation in each geographic market in which it operates.  Such
regulation relates, among other things, to the qualifications of sales
representatives and the use of healthcare professionals in sales functions.  In
the U.K., the Company complies with the ABPI Code of Practice for the
Pharmaceutical Industry, which prescribes, among other things, an examination
that must be passed by sales representatives within two years of their taking up
employment, and which prevents the employment of healthcare professionals as
sales representatives.  Similar guidelines are in effect in other countries
where the Company offers sales and marketing services.

         The Company's U.S. laboratories are subject to licensing and regulation
under federal, state and local laws relating to hazard communication and
employee right-to-know regulations, the handling and disposal of medical
specimens and hazardous waste and radioactive materials, as well as the safety
and health of laboratory employees. All of the Company's laboratories are
operated in material compliance with applicable federal and state laws and
regulations relating to the storage and disposal of all laboratory specimens
including the regulations of the Environmental Protection Agency, the Nuclear
Regulatory Commission, the Department of Transportation, the National Fire
Protection Agency and the Resource Conservation and Recovery Act. The use of
controlled substances in testing for drugs of abuse is regulated by the United
States Drug Enforcement Administration (the "DEA"). All of the Company's
laboratories using controlled substances for testing purposes are licensed by
the DEA. The regulations of the United States Department of Transportation, the
Public Health Service and the Postal Service apply to the surface and air
transportation of laboratory specimens. The Company's laboratories also comply
with International Air Transport Association regulations, which govern
international shipments of laboratory specimens. Furthermore, when the materials
are sent to a foreign country, the transportation of such materials becomes
subject to the laws, rules and regulations of such foreign country.





                                       14
<PAGE>   15




         In addition to its comprehensive regulation of safety in the workplace,
the United States Occupational Safety and Health Administration has established
extensive requirements relating to workplace safety for healthcare employers,
whose workers may be exposed to blood-borne pathogens such as HIV and the
hepatitis B virus. These regulations, among other things, require work practice
controls, protective clothing and equipment, training, medical follow-up,
vaccinations and other measures designed to minimize exposure to chemicals, and
transmission of blood-borne and airborne pathogens. Furthermore, relevant
employees of the Company receive initial and periodic training to ensure
compliance with applicable hazardous materials regulations and health and safety
guidelines. Although the Company believes that it is currently in compliance in
all material respects with such federal, state and local laws, failure to comply
could subject the Company to denial of the right to conduct business, fines,
criminal penalties and other enforcement actions.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table provides information on the executive officers of the
Company. There are no family relationships between any of the executive officers
or directors of the Company.

<TABLE>
<CAPTION>
Name                                    Age       Position with the Company
----                                    ---       -------------------------
<S>                                     <C>       <C>
Dennis B. Gillings, Ph.D.               52        Chairman of the Board of Directors and Chief Executive Officer
Barrie S. Haigh                         58        Vice Chairman of the Board of Directors and Chief Customer
                                                    Officer
Santo J. Costa                          51        President, Chief Operating Officer and Director
Rachel R. Selisker                      41        Chief Financial Officer, Executive Vice President Finance,
                                                    Treasurer and Director
Gregory D. Porter                       40        Executive Vice President, Chief Administrative and Legal
                                                    Officer and Secretary
Ludo J. Reynders, Ph.D.                 43        Chief Executive Officer, CRO Division, and Director
David F. White                          53        Chief Executive Officer, Innovex Division
Lawrence S. Lewin                       58        Chief Executive Officer, Lewin-Benefit Division, and Director
</TABLE>


         Dennis B. Gillings, Ph.D. founded the Company in 1982 and has served as
Chief Executive Officer and Chairman of the Board of Directors since its
inception. From 1972-1988, Dr. Gillings served as a professor in the Department
of Biostatistics at the University of North Carolina at Chapel Hill. During his
tenure as a professor, he was active in statistical consulting for the
pharmaceutical industry. Dr. Gillings currently serves on the Board of Directors
of the University of North Carolina School of Public Health Foundation. Dr.
Gillings has been published widely in scientific and medical journals. Dr.
Gillings received a Diploma in Mathematical Statistics from the University of
Cambridge and a Ph.D. in Mathematics from the University of Exeter.

         Barrie S. Haigh became Vice Chairman of the Board of Directors and
Chief Customer Officer in January 1997. Mr. Haigh founded Innovex in 1979 and
served as its Chairman until November 1996 when Innovex merged with the Company.
From 1979 until August 1994, Mr. Haigh served as Chief Executive Officer and
Chairman of the Board of Innovex. Previously, Mr. Haigh held management
positions with Syntex, Merck Sharp and Dohme. Mr. Haigh is a member of the Board
of Management of the Association of the British Pharmaceutical Industry and a
Fellow of the Royal Pharmaceutical Society of Great Britain for distinction in
the profession of Pharmacy. Mr. Haigh received a degree in pharmacy from
Bradford University.

         Santo J. Costa became President and Chief Operating Officer of the
Company on April 1, 1994 and has been a director since April 1994. From July 1,
1993 to March 31, 1994, Mr. Costa directed the affairs of his own consulting
firm, Santo J. Costa & Associates, which focused on pharmaceutical and




                                       15
<PAGE>   16



biotechnology companies. Prior to June 30, 1993, Mr. Costa served seven years at
Glaxo, Inc., a pharmaceutical company, as Senior Vice President Administration
and General Counsel and a member of the Board of Directors. Mr. Costa serves as
a director of NPS Pharmaceuticals. Mr. Costa received his law degree from St.
John's University.

         Rachel R. Selisker, a certified public accountant, serves as Chief
Financial Officer, Executive Vice President Finance and Treasurer for the
Company and has been the Company's principal financial officer since 1987. Ms.
Selisker has served as a director of the Company since November 1995. From
1981-1987, Ms. Selisker was with the accounting firm of Oppenheim, Appel, Dixon
& Co. in Raleigh, North Carolina.

         Gregory D. Porter has served as Executive Vice President, Chief
Administrative and Legal Officer, General Counsel and Secretary since January
1997. Mr. Porter joined the Company in September 1994 as Vice President, General
Counsel and Secretary. From 1982 to September 1994, Mr. Porter was in the
private practice of law. From 1981 to 1982, Mr. Porter clerked with the
Honorable William Matthew Byrne of the U.S. District Court for the Central
District of California. Mr. Porter received his law degree from the University
of North Carolina at Chapel Hill.

         Ludo J. Reynders, Ph.D. serves as Chief Executive Officer of the
Company's CRO Division. He has managed European clinical operations since
joining the Company in 1988. Dr. Reynders has served as a director of the
Company since January 1, 1995. Prior to joining the Company, Dr. Reynders
managed the biostatistics and data management department of the Bristol-Myers
Co. Pharmaceutical Research and Development Division, located in Brussels,
Belgium. Dr. Reynders received an M.S. and Ph.D. in Applied Sciences from the
University of Louvain, Louvain, Belgium.

         David F. White serves as the Chief Executive Officer of the Company's
Innovex Division. Mr. White joined Innovex as Chief Executive Officer in
September 1994 from ICI plc. At ICI, he had a broad career principally in the
pharmaceutical business. After successive appointments as Managing Director of
Stuart Pharmaceuticals from June 1984 to October 1985 and General Manager, ICI
Pharmaceuticals (U.K.) from November 1985 to December 1988, he was promoted to
lead the global plastics and acrylics businesses.

         Lawrence S. Lewin serves as the Chief Executive Officer of the
Company's Lewin-Benefit Division and has served as the Chief Executive Officer
of The Lewin Group, Inc., a subsidiary of the Company, since May 1996. Mr. Lewin
has been a director of the Company since June 1996. Between November 1992 and
May 1996, Mr. Lewin served as the Chairman and Chief Executive Officer of
Lewin-VHI, Inc., a healthcare consulting firm specializing in performing
economic analyses, product profiles, and strategic development for healthcare
reform and medical reimbursement and the establishment of medical guidelines.
Mr. Lewin serves as a director of Apache Medical Systems, Inc. and as a member
of the advisory boards of the Hambrecht & Quist Healthcare Investors Fund and
the Hambrecht & Quist Life Sciences Fund. Mr. Lewin received an M.B.A. from
Harvard Business School.

ITEM 2. PROPERTIES

         The Company has over 50 offices located in 20 countries. The Company's
executive headquarters and one of its operating units are located adjacent to
Research Triangle Park, North Carolina. The Company also leases facilities in
Mountain View, California; San Diego, California; San Francisco California;
Smyrna, Georgia; Lenexa, Kansas; Bethesda, Maryland; Gaithersburg, Maryland;
Rockville, Maryland; Cambridge, Massachusetts; Cranford, New Jersey; Parsippany,
New Jersey; Yardley, Pennsylvania; Arlington, Virginia; Fairfax, Virginia;
Buenos Aires, Argentina; Melbourne, Australia; North Sydney, Australia; Vienna,
Austria; Antwerp, Belgium; Brussels, Belgium; Louvain-La-



                                       16
<PAGE>   17




Neuve, Belgium; Mechelin, Belgium; Montreal, Canada; Copenhagen, Denmark;
Adelaide, England; Battle, England; Esher, England; Ledbury, England; London,
England; Bracknell, England; Marlow, England; Staines, England; Espon, Finland;
Paris, France; Gennevilliers, France; Neuilly sur seine, France; Strasbourg,
France; Freiburg, Germany; Neu-Isenberg, Germany (Frankfurt); Mannheim, Germany;
Weil am Rhein, Germany; Dublin, Ireland; Milan, Italy; Tokyo, Japan; Osaka,
Japan; Hoofddorp, The Netherlands; Leiden, The Netherlands; Schiedam, The
Netherlands; Auckland, New Zealand; Pretoria, South Africa; Edinburgh, Scotland;
Madrid, Spain; Barcelona, Spain; Uppsala, Sweden; China, Hong Kong and
Singapore. In addition, the Company owns a facility in Ledbury, England and
Lenexa, Kansas. Quintiles believes that its facilities are adequate for the
Company's operations and suitable additional space will be available when
needed.

ITEM 3. LEGAL PROCEEDINGS

         No material legal proceedings are pending to which Quintiles, its
subsidiaries or any of their properties are subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On November 26, 1996, a Special Meeting of the Shareholders of the
Company, at which a quorum was present, was held to approve (1) the issuance by
the Company of 9,214,239 shares (plus an additional 786,226 shares subject to
options) of the Company's Common Stock to the shareholders of Innovex; and (2)
an amendment to the Company's Amended and Restated Articles of Incorporation to
increase the number of authorized shares of the Company's Common Stock from
50,000,000 to 200,000,000.

         The number of votes cast for, against or withheld, as well as the
number of abstentions and broker non-votes as to each matter referenced above
were as follows:

                                    Votes Against                    Broker
                    Votes For        or Withheld      Abstentions  Non-Votes
                    ---------       -------------     -----------  ---------
Proposal 1         13,779,082            11,167         37,268         0
Proposal 2          9,551,296         4,239,287         36,934         0



                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Information relating to the market for the Company's Common Stock is
incorporated by reference from page 47 and page 50, "Security Information", of
the Company's 1996 Annual Report to Shareholders included as Exhibit 13 to this
report.

RECENT SALES OF UNREGISTERED SECURITIES

         In November 1996, in connection with the share exchange with Innovex,
the Company issued an aggregate of 8,920,588 shares of Common Stock, which were
not registered under the Securities Act of 1933, as amended, to certain
shareholders of Innovex in exchange for their shares of Innovex. The issuance of
such shares was made pursuant to Section 4(2) of the Securities Act of 1933, as
amended, as a transaction not involving any public offering and in reliance upon
Regulation D under Section 4(2). The Company previously reported on a Current
Report on Form 8-K, dated November 22, 1996, the




                                       17
<PAGE>   18




issuance in the share exchange with Innovex of 293,651 shares of Common Stock in
compliance with Regulation S under the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

         This information is incorporated by reference from page 20, "Selected
Consolidated Financial Data", of the Company's 1996 Annual Report to
Shareholders included as Exhibit 13 to this report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         This information is incorporated by reference from pages 22-28,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", of the Company's 1996 Annual Report to Shareholders included as
Exhibit 13 to this report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and supplementary financial information are
incorporated by reference from pages 29-48 of the Company's 1996 Annual Report
to Shareholders included as Exhibit 13 to this report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information on the Company's directors is incorporated by reference
from the Company's definitive proxy statement to be filed with respect to the
Annual Meeting of Shareholders to be held April 30, 1997. Information on the
Company's executive officers is included under the caption "Executive Officers
of the Registrant" on page 15 of this report.

ITEM 11. EXECUTIVE COMPENSATION

         This information is incorporated by reference from the Company's
definitive proxy statement to be filed with respect to the Annual Meeting of
Shareholders to be held April 30, 1997.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         This information is incorporated by reference from the Company's
definitive proxy statement to be filed with respect to the Annual Meeting of
Shareholders to be held April 30, 1997.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         This information is incorporated by reference from the Company's
definitive proxy statement to be filed with respect to the Annual Meeting of
Shareholders to be held April 30, 1997.





                                       18
<PAGE>   19


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements. The following financial statements and
supplementary data included in the 1996 Annual Report to Shareholders, filed as
Exhibit 13 to this report, are incorporated by reference in Item 8 of this
report.

<TABLE>
<CAPTION>
                                                                                 Annual Report to
            Financial Statements                              Form 10-K Page    Shareholders Page
            --------------------                              --------------    -----------------
<S>                                                                 <C>               <C>
Consolidated Statements of Income for the years ended               17                  29
December 31, 1996, 1995 and 1994

Consolidated Balance Sheets as of December 31, 1996                 17                30-31
and 1995

Consolidated Statements of Cash Flows for the years                 17                32-33
ended December 31, 1996, 1995 and 1994

Consolidated Statements of Shareholders' Equity for the             17                  34
years ended December 31, 1996, 1995 and 1994

Report of Independent Auditors                                      17                  48
</TABLE>


(a)(2) Financial Statement Schedules. All applicable financial statement
schedules required under Regulation S-X have been included in the Notes to the
Consolidated Financial Statements.

(a)(3) Exhibits. The exhibits required by Item 601 of Regulation S-K are listed
below.

<TABLE>
<CAPTION>
Exhibit        Description
-------        -----------

<C>            <S>                                                          
3.01(1)        Amended and Restated Articles of Incorporation, as amended

3.02(2)        Amended and Restated Bylaws

4.01(3)        Indenture, dated as of May 17, 1996, between the Company and Marine Midland
               Bank, as Trustee, with respect to the Company's 4.25% Convertible Subordinated
               Notes due May 31, 2000

4.02           Amended and Restated Articles of Incorporation, as amended (see Exhibit 3.01)

4.03           Amended and Restated Bylaws (see Exhibit 3.02)

4.04(4)        Specimen certificate for Common Stock, $0.01 par value per share

4.05(1)        Form of the Company's 4.25% Convertible Subordinated Notes in Unrestricted
               Global Form

</TABLE>


                                       19
<PAGE>   20

<TABLE>
<C>            <S>                                                          
4.06(1)        Form of the Company's 4.25% Convertible Subordinated Notes in Certificated
               Form.

4.07(3)        Registration Rights Agreement, dated as of May 17, 1996, by and among the
               Company, Goldman Sachs International and Smith Barney, Inc.

10.01(4)       Agreement for the Development of Standardized Nomenclature, dated March 22,
               1993, by and between the Company and the United States Food and Drug
               Administration

10.02(4)       Stock Purchase Agreement, dated June 7, 1991, by and among Thompson Clive
               Investments plc, Midland Bank Trust Company Limited, as Trustee of the
               Thompson Clive Growth Companies Fund, Midland Bank Trust Corporation
               (Jersey) Limited, as Trustee of Thompson Clive Ventures, Midland Bank Trust
               Corporation (Jersey) Limited, as Trustee of Thompson Clive Ventures L.P., and the
               Company

10.03(4)       Stock Purchase Agreement, dated October 29, 1992, by and among Thompson Clive
               Investments plc, Midland Bank Trust Company Limited, as Trustee of the
               Thompson Clive Growth Companies Fund, Midland Bank Trust Corporation
               (Jersey) Limited, as Trustee of Thompson Clive Ventures, Midland Bank Trust
               Corporation (Jersey) Limited, as Trustee of Thompson Clive Ventures L.P., and the
               Company

10.04(4)       Stock Purchase Agreement, dated July 28, 1993, by and between Thompson Clive
               Investments plc and the Company

10.05(4)(5)    Employment Agreement, dated February 22, 1994, by and between Dr. Dennis B.
               Gillings and the Company

10.06(4)(5)(6) Employment Agreement, dated February 22, 1994, by and between Santo J. Costa
               and the Company, as amended on November 4, 1994

10.07(5)(6)    Employment Agreement, dated January 1, 1995, by and between Rachel R. Selisker
               and the Company

10.08(4)(5)    Employment Agreement, dated January 15, 1988, by and between Dr. Ludo
               Reynders and Quintiles (UK) Limited

10.09(5)       Employment Agreement, dated November 29, 1996, by and between Barrie S. Haigh
               and the Company

10.10(5)       Deed of Non-Competition, dated as of November 29, 1996, between Barrie S. Haigh
               and the Company

10.11(5)       Employment Agreement, dated May 13, 1996, by and between Lawrence S. Lewin
               and The Lewin Group, Inc. (a wholly-owned subsidiary of the Company)

10.12(5)       Service Agreement, dated March 31, 1993, between Innovex Holdings Limited and
               Paul Knott
</TABLE>


                                       20
<PAGE>   21

<TABLE>
<C>            <S>                                                          
10.13(5)       Deed of Non-Competition, dated November 29, 1996, between Paul Knott and the
               Company

10.14(5)       Service Agreement, dated September 2, 1994, between Innovex Holdings Limited 
               and David F. White

10.15(5)       Deed of Non-Competition, dated November 29, 1996, between David F. White and
               the Company

10.16(2)(5)    Employment letter agreement, dated May 31, 1994, by and between Gregory D.
               Porter and the Company

10.17(4)(5)    Non-Qualified Employee Incentive Stock Option Plan

10.18(4)(5)    Equity Compensation Plan

10.19(5)(6)    Amended and Restated Employee Stock Ownership Plan and Trust

10.20(4)(5)    Quintiles (UK) Limited Approved Profit Sharing Scheme

10.21(4)(5)    Quintiles Ireland Limited Approved Profit Sharing Scheme

10.22(4)(5)    Quintiles (UK) Limited Executive Share Option Scheme

10.23(2)(5)    Quintiles Group Executive Share Option Scheme

10.24(5)(7)    Quintiles Employee Stock Purchase Plan

10.25(5)(7)    Quintiles/BRI Nonqualified Stock Option Plan

10.26(5)(7)    Innovex Limited 1996 Unapproved Executive Share Option Scheme

10.27(5)(8)    Quintiles/Lewin Stock Option Plan

10.28(6)       Loan Agreement, dated August 31, 1994, between the Company and Branch Banking & 
               Trust Company, as amended August 31, 1996 and February 28, 1997 (amendments filed
               herewith)

10.29(6)       Form of Guaranty Agreement, dated August 31, 1994, by and between Branch
               Banking & Trust Company and each of Quintiles Pacific, Inc., Quintiles, Inc.,
               Quintiles Laboratories Limited and International Clinical Research Corporation

10.30(4)       Lease, dated January 20, 1992, by and between Durham Park, operating as a Joint
               Venture, Imperial Center, and Quintiles, Inc. as amended on April 6, 1992, April 16,
               1992, May 12, 1992, May 13, 1992, March 10, 1993, and September 1, 1993

10.31(2)(6)    Lease dated September 8, 1994, by and between Petula Associates Ltd. and
               Quintiles, Inc., as amended on September 30, 1994, January 10, 1995, April 12,
               1995 and August 11, 1995

</TABLE>


                                       21
<PAGE>   22

<TABLE>
<C>            <S>                                                          
10.32(4)       Lease Agreement, dated December 9, 1992, by and between South Bay/Copley Joint 
               Venture and the Company, as amended March 3, 1993

10.33(6)       Lease, effective January 1, 1995, by and between The Norwich Union Life Insurance
               Society, Earlsfort Centre and Quintiles Ireland Limited and guaranteed by Quintiles,
               Inc.

10.34(4)       Leases, dated December 1, 1993, by and between The Norwich Union Life Insurance 
               Society, Quintiles (UK) Limited, and the Company (as surety)

10.35(2)       Lease, dated August 31, 1995, by and between California Public Employees'
               Retirement System and International Clinical Research Corp., as amended October
               25, 1995

10.36          Lease, dated November 6, 1996, by and between Seagate Technology, Inc. and
               Innovex

10.37          Lease, dated December 20, 1996, by and between The Norwich Union Life
               Insurance Society and Quintiles (U.K.) Limited

10.38          Lease, dated August 14, 1996, by and between PRUBETA-3 and Innovex, Inc.

10.39          Lease, dated November 30, 1995, by and between Lenexa Industrial Park, Inc. and
               Innovex, Inc.

10.40          Sublease, dated January 18, 1996, by and between Legent Corporation and Innovex,
               Inc.

10.41(9)       Agreement for the Provision of Research Services and Lease of Business Assets
               dated as of March 3, 1995, between Syntex Pharmaceuticals Limited, Quintiles
               Scotland Limited, Quintiles (UK) Limited, and Roche Products Limited

10.42(2)(5)    Consulting Agreement dated as of March 15, 1995 between the Company and A.M.
               Pappas & Associates, L.L.C.

10.43(10)      Share Exchange Agreement dated as of May 2, 1995 by and between Quintiles
               Transnational Corp., Quintiles Holding S.A., ACTA, Eric Jacques Souetre, Pierre
               Souetre, Jean Claude Souetre, Christophe Celerier, Paul Boilait, Caroline Boilait,
               Debessa BV, Marc Riviere

10.44(10)      Employment and Consulting Agreement dated as of May 2, 1995 between Quintiles
               Inc. and Eric Jacques Souetre

10.45(10)      Stock Option Agreement dated as of May 2, 1995 between Quintiles Transnational
               Corp. and Eric Jacques Souetre

10.46(10)      Covenant to Assist Buyer and Covenant Not to Compete with Buyer dated as of May
               2, 1995 between Quintiles Transnational Corp. or it assignee, Quintiles Holding
               S.A., and Eric Jacques Souetre
</TABLE>


                                       22
<PAGE>   23

<TABLE>
<C>            <S>                                                          
10.47(11)      Share Purchase Agreement dated as of September 19, 1995 by and among Quintiles
               Holdings Limited, TSI Corporation (the sole shareholder of G.D.R.U. Limited) and
               Genzyme Transgenics Corporation

10.48(12)      Merger Agreement, dated as of September 16, 1996, by and among the Company,
               BRI Acquisition Corp. and BRI

10.49(13)      Share Exchange Agreement, dated as of October 4, 1996, among Innovex, the
               Company and the shareholders of Innovex

10.50(14)      Registration Rights Agreement, dated as of November 29, 1996, by and among the
               Company and the shareholders of Innovex

10.51(15)      Supplemental agreement to Registration Rights Agreement by and among the
               Company and Certain Shareholders Party Thereto, dated as of February 11, 1997

10.52(16)      Asset Purchase Agreement, dated as of April 16, 1996, among The Lewin Group,
               Inc., the Company, Lewin-VHI, Inc., Value Health, Inc., Lawrence S. Lewin and
               Robert J. Rubin

10.53          Underwriting Agreement, dated March 6, 1997, by and between the Company and
               Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Smith Barney Inc. and
               William Blair & Company, L.L.C., as representatives of the several Underwriters
               named in Schedule 1 thereto

10.54          Underwriting Agreement (International Version), dated March 6, 1997, by and
               between the Company and Goldman Sachs International, Morgan Stanley & Co.
               International Limited, Smith Barney Inc. and William Blair & Company, L.L.C., as
               representatives of the several Underwriters named in Schedule 1 thereto

13             Portions of the Annual Report to Shareholders for fiscal year ended December 31,
               1996, which are incorporated herein by reference.

21             Subsidiaries of the Company

23             Consent of Ernst & Young LLP

99.01          Risk Factors relating to the Company
</TABLE>

----------

         (1)      Exhibit to the Company's Registration Statement on Form S-3 
                  as filed with the Securities and Exchange Commission 
                  (Registration No. 333-19009) effective February 21, 1997 and 
                  incorporated herein by reference.

         (2)      Exhibit to the Company's Annual Report on Form 10-K as filed 
                  with the Securities and Exchange Commission on March 25, 
                  1996, as amended on May 16, 1996, and incorporated herein by 
                  reference.

         (3)      Exhibit to the Company's Quarterly Report on Form 10-Q as 
                  filed with the Securities and Exchange Commission on 
                  August 15, 1996 and incorporated herein by reference.




                                       23
<PAGE>   24


         (4)      Exhibit to the Company's Registration Statement on Form S-1 
                  as filed with the Securities and Exchange Commission 
                  (Registration No. 33-75766) effective April 20, 1994 and 
                  incorporated herein by reference.

         (5)      Executive compensation plans and arrangements.

         (6)      Exhibit to the Company's Annual Report on Form 10-K as filed 
                  with the Securities and Exchange Commission on March 30, 
                  1995 and incorporated herein by reference.

         (7)      Exhibit to the Company's Registration Statement on Form S-8 
                  as filed with the Securities and Exchange Commission 
                  (Registration No. 333-16553) effective November 21, 1996 and 
                  incorporated herein by reference.

         (8)      Exhibit to the Company's Registration Statement on Form S-8 
                  as filed with the Securities and Exchange Commission 
                  (Registration No. 333-03603) effective May 13, 1996 and 
                  incorporated herein by reference.

         (9)      Exhibit to the Company's Current Report on Form 8-K as filed 
                  with the Securities and Exchange Commission on March 20, 
                  1995 and incorporated herein by reference.

         (10)     Exhibit to the Company's Current Report on Form 8-K as filed 
                  with the Securities and Exchange Commission on May 9, 1995 
                  and incorporated herein by reference.

         (11)     Exhibit to the Company's Current Report on Form 8-K as filed 
                  with the Securities and Exchange Commission on September 19, 
                  1995 and incorporated herein by reference.

         (12)     Exhibit to the Company's Registration Statement on Form S-4 
                  as filed with the Securities and Exchange Commission 
                  (Registration No. 333-12573) effective October 15, 1996 and 
                  incorporated herein by reference.

         (13)     Exhibit to the Company's Current Report on Form 8-K as filed 
                  with the Securities and Exchange Commission on October 11, 
                  1996 and incorporated herein by reference.

         (14)     Exhibit to the Company's Current Report on Form 8-K as filed 
                  with the Securities and Exchange Commission on December 6, 
                  1996 and incorporated herein by reference.

         (15)     Exhibit to the Company's Current Report on Form 8-K as filed 
                  with the Securities and Exchange Commission on March 5, 1997 
                  and incorporated herein by reference.

         (16)     Exhibit to the Company's Current Report on Form 8-K as filed 
                  with the Securities and Exchange Commission on April 23, 
                  1996 and incorporated herein by reference.

(b)      Reports on Form 8-K. The Company filed one report on Form 8-K, dated
         October 6, 1996, and one report on Form 8-K, dated November 22, 1996,
         during the three months ended December 31, 1996. The report on Form
         8-K, dated October 6, 1996, reported the signing of a definitive share
         exchange agreement with Innovex Limited, an international contract
         pharmaceutical organization based in Marlow, United Kingdom and the
         shareholders of Innovex. The Company also filed the Financial
         Statements of the Innovex Companies, which comprise a combination of
         Innovex PLC and Innovex Holdings Limited and its subsidiaries, as of
         March 31, 1995 and 1996 and Report of Independent Auditors. The Company
         also filed the Unaudited ProForma




                                       24
<PAGE>   25





         Combined Condensed Financial Information for the Registrant for the
         years ended December 31, 1995, 1994 and 1993 and the six months ended
         June 30, 1996 and 1995 reflecting the acquisitions of BRI and Innovex.
         The report on Form 8-K, dated November 22, 1996, reported the
         consummation of both the acquisition of BRI and the combination with
         Innovex. No financial statements were included with such report. No
         other reports on Form 8-K were filed during the quarter ended December
         31, 1996. On January 16, 1997, the Company filed a report on Form
         8-K/A, dated January 16, 1997, which included Unaudited Interim
         Condensed Financial Statements of Innovex and BRI and Unaudited
         ProForma Combined Condensed Financial Statements of the Company,
         Innovex and BRI. On February 7, 1997, the Company filed a report on
         Form 8-K, dated February 7, 1997, reporting certain information
         regarding certain effects of governmental regulation of its business
         and filing the Consolidated Financial Statements of the Company for the
         fiscal year ended December 31, 1996. On March 5, 1997, the Company
         filed a report on Form 8-K with respect to a supplemental agreement to
         the Registration Rights Agreement filed as Exhibit 10.51 to this
         report. No other reports on Form 8-K have been filed since that date.

                           FORWARD-LOOKING STATEMENTS

         Information set forth in this Annual Report on Form 10-K contains
various "forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
which statements represent the Company's judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ materially. Such forward
looking statements can be identified by the use of forward looking terminology
such as "may", "will", "expect", "anticipate", "estimate", "believe", or
"continue", or the negative thereof or other various thereof or comparable
terminology.

         The Company cautions that any such forward looking statements are
further qualified by important factors that could cause the Company's actual
operating results to differ materially from those in the forward looking
statements, including without limitation, the Company's dependence on certain
industries and clients, the management of its growth, the risks associated with
acquisitions, risks relating to contract sales services, competition within the
industry, the loss or delay of large contracts, dependence on personnel and
government regulation and the other Risk Factors described in Exhibit 99.01
attached to this report.





                                       25
<PAGE>   26





                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Durham, North Carolina,
on the 25th day of March, 1997.


                               QUINTILES TRANSNATIONAL CORP.


                               By:  /s/ Dennis B. Gillings
                                    -----------------------------------------
                                    Dennis B. Gillings
                                    Chairman of the Board of Directors and
                                    Chief Executive Officer





                                       26
<PAGE>   27

                        SIGNATURES AND POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis B. Gillings and Rachel R. Selisker
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                       Title                                                         Date
---------                       -----                                                         ----
<S>                             <C>                                                           <C>


/s/ Dennis B. Gillings, Ph.D.   Chairman of the Board of Directors and Chief Executive        March 25, 1997
-----------------------------       Officer
Dennis B. Gillings, Ph.D.

/s/ Rachel R. Selisker          Chief Financial Officer, Executive Vice President Finance,    March 25, 1997
-----------------------------       Treasurer and Director
Rachel R. Selisker

/s/ Robert C. Bishop, Ph.D.     Director                                                      March 21, 1997
-----------------------------
Robert C. Bishop, Ph.D.

/s/ Vaughn D. Bryson            Director                                                      March 25, 1997
-----------------------------
Vaughn D. Bryson

/s/ Santo J. Costa              President, Chief Operating Officer and Director               March 25, 1997
-----------------------------
Santo J. Costa

/s/ Chester W. Douglass, Ph.D.  Director                                                      March 25, 1997
-----------------------------
Chester W. Douglass, Ph.D.

/s/ John G. Fryer, Ph.D.        Director                                                      March 23, 1997
-----------------------------
John G. Fryer, Ph.D.

/s/ Barrie S. Haigh             Vice Chairman of the Board of Directors and Chief             March 25, 1997
-----------------------------
Barrie S. Haigh                 Customer Officer

/s/  Paul Knott, Ph.D.          Senior Vice President, International Strategic Development,   March 25, 1997
-----------------------------   and Director
Paul Knott, Ph.D.              

/s/ Lawrence S. Lewin           Chief Executive Officer, Lewin-Benefit Division, and          March 25, 1997
-----------------------------
Lawrence S. Lewin               Director

/s/ Arthur M. Pappas            Director                                                      March 21, 1997
-----------------------------
Arthur M. Pappas

                                Chief Executive Officer, CRO Division, and Director           March   , 1997
-----------------------------
Ludo J. Reynders, Ph.D.

/s/ Eric J. Souetre             President, Benefit International SNC, and Director            March 25, 1997
-----------------------------
Eric J. Souetre

/s/ Richard H. Thompson         Director                                                      March 25, 1997
-----------------------------
Richard H. Thompson

</TABLE>







                                       27
<PAGE>   28


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit          Description                                                         Page
-------          -----------                                                         ----
<S>              <C>                                                                  <C>

3.01(1)          Amended and Restated Articles of Incorporation, as amended

3.02(2)          Amended and Restated Bylaws

4.01(3)          Indenture, dated as of May 17, 1996, between the Company and
                 Marine Midland Bank, as Trustee, with respect to the Company's
                 4.25% Convertible Subordinated Notes due May 31, 2000

4.02             Amended and Restated Articles of Incorporation, as amended (see
                 Exhibit 3.01)

4.03             Amended and Restated Bylaws (see Exhibit 3.02)

4.04(4)          Specimen certificate for Common Stock, $0.01 par value per share

4.05(1)          Form of the Company's 4.25% Convertible Subordinated Notes in
                 Unrestricted Global Form

4.06(1)          Form of the Company's 4.25% Convertible Subordinated Notes in
                 Certificated Form.

4.07(3)          Registration Rights Agreement, dated as of May 17, 1996, by and
                 among the Company, Goldman Sachs International and Smith
                 Barney, Inc.

10.01(4)         Agreement for the Development of Standardized Nomenclature,
                 dated March 22, 1993, by and between the Company and the United
                 States Food and Drug Administration

10.02(4)         Stock Purchase Agreement, dated June 7, 1991, by and among
                 Thompson Clive Investments plc, Midland Bank Trust Company
                 Limited, as Trustee of the Thompson Clive Growth Companies Fund,
                 Midland Bank Trust Corporation (Jersey) Limited, as Trustee of
                 Thompson Clive Ventures, Midland Bank Trust Corporation (Jersey)
                 Limited, as Trustee of Thompson Clive Ventures L.P., and the
                 Company

10.03(4)         Stock Purchase Agreement, dated October 29, 1992, by and among
                 Thompson Clive Investments plc, Midland Bank Trust Company
                 Limited, as Trustee of the Thompson Clive Growth Companies Fund,
                 Midland Bank Trust Corporation (Jersey) Limited, as Trustee of
                 Thompson Clive Ventures, Midland Bank Trust Corporation (Jersey)
                 Limited, as Trustee of Thompson Clive Ventures L.P., and the
                 Company
</TABLE>


                                       28
<PAGE>   29

<TABLE>
<S>              <C>                                                                  <C>
10.04(4)         Stock Purchase Agreement, dated July 28, 1993, by and between
                 Thompson Clive Investments plc and the Company

10.05(4)(5)      Employment Agreement, dated February 22, 1994, by and between
                 Dr. Dennis B. Gillings and the Company

10.06(4)(5)(6)   Employment Agreement, dated February 22, 1994, by and between
                 Santo J. Costa and the Company, as amended on November 4, 1994

10.07(5)(6)      Employment Agreement, dated January 1, 1995, by and between
                 Rachel R. Selisker and the Company

10.08(4)(5)      Employment Agreement, dated January 15, 1988, by and between Dr.
                 Ludo Reynders and Quintiles (UK) Limited

10.09(5)         Employment Agreement, dated November 29, 1996, by and between
                 Barrie S. Haigh and the Company

10.10(5)         Deed of Non-Competition, dated as of November 29, 1996, between
                 Barrie S. Haigh and the Company

10.11(5)         Employment Agreement, dated May 13, 1996, by and between
                 Lawrence S. Lewin and The Lewin Group, Inc. (a wholly-owned
                 subsidiary of the Company)

10.12(5)         Service Agreement, dated March 31, 1993, between Innovex
                 Holdings Limited and Paul Knott

10.13(5)         Deed of Non-Competition, dated November 29, 1996, between Paul
                 Knott and the Company

10.14(5)         Service Agreement, dated September 2, 1994, between Innovex
                 Holdings Limited and David F. White

10.15(5)         Deed of Non-Competition, dated November 29, 1996, between David
                 F. White and the Company

10.16(2)(5)      Employment letter agreement, dated May 31, 1994, by and between
                 Gregory D. Porter and the Company

10.17(4)(5)      Non-Qualified Employee Incentive Stock Option Plan

10.18(4)(5)      Equity Compensation Plan

10.19(5)(6)      Amended and Restated Employee Stock Ownership Plan and Trust

10.20(4)(5)      Quintiles (UK) Limited Approved Profit Sharing Scheme
</TABLE>


                                       29
<PAGE>   30

<TABLE>
<S>              <C>                                                                  <C>
10.21(4)(5)      Quintiles Ireland Limited Approved Profit Sharing Scheme

10.22(4)(5)      Quintiles (UK) Limited Executive Share Option Scheme

10.23(2)(5)      Quintiles Group Executive Share Option Scheme

10.24(5)(7)      Quintiles Employee Stock Purchase Plan

10.25(5)(7)      Quintiles/BRI Nonqualified Stock Option Plan

10.26(5)(7)      Innovex Limited 1996 Unapproved Executive Share Option Scheme

10.27(5)(8)      Quintiles/Lewin Stock Option Plan

10.28(6)         Loan Agreement, dated August 31, 1994, between the Company and
                 Branch Banking & Trust Company, as amended August 31, 1996 and
                 February 28, 1997 (amendments filed herewith)

10.29(6)         Form of Guaranty Agreement, dated August 31, 1994, by and
                 between Branch Banking & Trust Company and each of Quintiles
                 Pacific, Inc., Quintiles, Inc., Quintiles Laboratories Limited and
                 International Clinical Research Corporation

10.30(4)         Lease, dated January 20, 1992, by and between Durham Park,
                 operating as a Joint Venture, Imperial Center, and Quintiles, Inc. as
                 amended on April 6, 1992, April 16, 1992, May 12, 1992, May 13,
                 1992, March 10, 1993, and September 1, 1993

10.31(2)(6)      Lease dated September 8, 1994, by and between Petula Associates
                 Ltd. and Quintiles, Inc., as amended on September 30, 1994, January
                 10, 1995, April 12, 1995 and August 11, 1995

10.32(4)         Lease Agreement, dated December 9, 1992, by and between South
                 Bay/Copley Joint Venture and the Company, as amended March 3,
                 1993

10.33(6)         Lease, effective January 1, 1995, by and between The Norwich Union
                 Life Insurance Society, Earlsfort Centre and Quintiles Ireland
                 Limited and guaranteed by Quintiles, Inc.

10.34(4)         Leases, dated December 1, 1993, by and between The Norwich Union
                 Life Insurance Society, Quintiles (UK) Limited, and the Company (as
                 surety)

10.35(2)         Lease, dated August 31, 1995, by and between California Public
                 Employees' Retirement System and International Clinical Research
                 Corp., as amended October 25, 1995
</TABLE>


                                       30
<PAGE>   31

<TABLE>
<S>              <C>                                                                  <C>
10.36            Lease, dated November 6, 1996, by and between Seagate
                 Technology, Inc. and Innovex

10.37            Lease, dated December 20, 1996, by and between The Norwich
                 Union Life Insurance Society and Quintiles (U.K.) Limited

10.38            Lease, dated August 14, 1996, by and between PRUBETA-3 and
                 Innovex, Inc.

10.39            Lease, dated November 30, 1995, by and between Lenexa Industrial
                 Park, Inc. and Innovex, Inc.

10.40            Sublease, dated January 18, 1996, by and between Legent
                 Corporation and Innovex, Inc.

10.41(9)         Agreement for the Provision of Research Services and Lease of
                 Business Assets dated as of March 3, 1995, between Syntex
                 Pharmaceuticals Limited, Quintiles Scotland Limited, Quintiles (UK)
                 Limited, and Roche Products Limited

10.42(2)(5)      Consulting Agreement dated as of March 15, 1995 between the
                 Company and A.M. Pappas & Associates, L.L.C.

10.43(10)        Share Exchange Agreement dated as of May 2, 1995 by and between
                 Quintiles Transnational Corp., Quintiles Holding S.A., ACTA, Eric
                 Jacques Souetre, Pierre Souetre, Jean Claude Souetre, Christophe
                 Celerier, Paul Boilait, Caroline Boilait, Debessa BV, Marc Riviere

10.44(10)        Employment and Consulting Agreement dated as of May 2, 1995
                 between Quintiles Inc. and Eric Jacques Souetre

10.45(10)        Stock Option Agreement dated as of May 2, 1995 between Quintiles
                 Transnational Corp. and Eric Jacques Souetre

10.46(10)        Covenant to Assist Buyer and Covenant Not to Compete with Buyer
                 dated as of May 2, 1995 between Quintiles Transnational Corp. or it
                 assignee, Quintiles Holding S.A., and Eric Jacques Souetre

10.47(11)        Share Purchase Agreement dated as of September 19, 1995 by and
                 among Quintiles Holdings Limited, TSI Corporation (the sole
                 shareholder of G.D.R.U. Limited) and Genzyme Transgenics
                 Corporation

10.48(12)        Merger Agreement, dated as of September 16, 1996, by and among
                 the Company, BRI Acquisition Corp. and BRI

10.49(13)        Share Exchange Agreement, dated as of October 4, 1996, among
                 Innovex, the Company and the shareholders of Innovex
</TABLE>


                                       31
<PAGE>   32

<TABLE>
<S>              <C>                                                                  <C>
10.50(14)        Registration Rights Agreement, dated as of November 29, 1996, by and
                 among the Company and the shareholders of Innovex

10.51(15)        Supplemental agreement to Registration Rights Agreement by and
                 among the Company and Certain Shareholders Party Thereto, dated as
                 of February 11, 1997

10.52(16)        Asset Purchase Agreement, dated as of April 16, 1996, among The
                 Lewin Group, Inc., the Company, Lewin-VHI, Inc., Value Health,
                 Inc., Lawrence S. Lewin and Robert J. Rubin

10.53            Underwriting Agreement, dated March 6, 1997, by and between the
                 Company and Goldman, Sachs & Co., Morgan Stanley & Co.
                 Incorporated, Smith Barney Inc. and William Blair & Company,
                 L.L.C., as representatives of the several Underwriters named in
                 Schedule 1 thereto

10.54            Underwriting Agreement (International Version), dated March 6,
                 1997, by and between the Company and Goldman Sachs
                 International, Morgan Stanley & Co. International Limited, Smith
                 Barney Inc. and William Blair & Company, L.L.C., as representatives
                 of the several Underwriters named in Schedule 1 thereto

13               Portions of the Annual Report to Shareholders for fiscal year ended 
                 December 31, 1996, which are incorporated herein by reference.

21               Subsidiaries of the Company

23               Consent of Ernst & Young LLP

99.01            Risk Factors relating to the Company
</TABLE>


----------

(1)      Exhibit to the Company's Registration Statement on Form S-3 as filed
         with the Securities and Exchange Commission (Registration No.
         333-19009) effective February 21, 1997 and incorporated herein by
         reference.

(2)      Exhibit to the Company's Annual Report on Form 10-K as filed with the
         Securities and Exchange Commission on March 25, 1996, as amended on May
         16, 1996, and incorporated herein by reference.

(3)      Exhibit to the Company's Quarterly Report on Form 10-Q as filed with
         the Securities and Exchange Commission on August 15, 1996 and
         incorporated herein by reference.

(4)      Exhibit to the Company's Registration Statement on Form S-1 as filed
         with the Securities and Exchange Commission (Registration No. 33-75766)
         effective April 20, 1994 and incorporated herein by reference.


                                       32
<PAGE>   33







(5)      Executive compensation plans and arrangements.

(6)      Exhibit to the Company's Annual Report on Form 10-K as filed with the
         Securities and Exchange Commission on March 30, 1995 and incorporated
         herein by reference.

(7)      Exhibit to the Company's Registration Statement on Form S-8 as filed
         with the Securities and Exchange Commission (Registration No.
         333-16553) effective November 21, 1996 and incorporated herein by
         reference.

(8)      Exhibit to the Company's Registration Statement on Form S-8 as filed
         with the Securities and Exchange Commission (Registration No.
         333-03603) effective May 13, 1996 and incorporated herein by reference.

(9)      Exhibit to the Company's Current Report on Form 8-K as filed with the
         Securities and Exchange Commission on March 20, 1995 and incorporated
         herein by reference.

(10)     Exhibit to the Company's Current Report on Form 8-K as filed with the
         Securities and Exchange Commission on May 9, 1995 and incorporated
         herein by reference.

(11)     Exhibit to the Company's Current Report on Form 8-K as filed with the
         Securities and Exchange Commission on September 19, 1995 and
         incorporated herein by reference.

(12)     Exhibit to the Company's Registration Statement on Form S-4 as filed
         with the Securities and Exchange Commission (Registration No.
         333-12573) effective October 15, 1996 and incorporated herein by
         reference.

(13)     Exhibit to the Company's Current Report on Form 8-K as filed with the
         Securities and Exchange Commission on October 11, 1996 and incorporated
         herein by reference.

(14)     Exhibit to the Company's Current Report on Form 8-K as filed with the
         Securities and Exchange Commission on December 6, 1996 and incorporated
         herein by reference.

(15)     Exhibit to the Company's Current Report on Form 8-K as filed with the
         Securities and Exchange Commission on March 5, 1997 and incorporated
         herein by reference.

(16)     Exhibit to the Company's Current Report on Form 8-K as filed with the
         Securities and Exchange Commission on April 23, 1996 and incorporated
         herein by reference.




                                       33