exhibit10-1.htm


    Exhibit
10.1

    


    


    


    AMENDMENT
NO. 3 TO MANAGEMENT SERVICES AGREEMENT

    BETWEEN
LIFE SCIENCES RESEARCH LIMITED AND

    FOCUSED
HEALTHCARE PARTNERS

    


    This Amendment No. 3, dated as of June
3, 2009 (the “Amendment”), to that certain Service Agreement, dated as of August
7, 1998 and amended as of January 26, 2000 and April 15, 2002, between Life
Sciences Research Limited (the “Company”) and Focused Healthcare Partners (the
“Consultant”) (the “Agreement”).  Capitalized terms used by not
defined herein shall have the meanings ascribed to them in the
Agreement.

    


    In consideration of the promises and
mutual covenants set forth herein and in the Agreement, the parties hereto agree
as follows:

    


    
      	
              1.

            	
              The
      fee of the Consultant set forth in Section 5(1) of the Agreement shall be
      amended by deleting the words “£150,000 per annum” and replacing them with
      the words “£370,000 per annum.”

            


    

    


    2.           The
first paragraph of Section 18 is amended in its entirety to read as
follows:

    


    “If
within twelve months following a Change of Control of Parent the Agreement is
terminated by the Company without Cause or the Consultant gives notice of
termination for Good Reason, then within 30 days after such termination or
resignation the Company shall make a lump sum payment in cash to Consultant in
an amount equal to (i) 2.99 times the Consultant’s then current annualized
consulting fee plus (ii) 2.99 times any additional compensation (such as bonus
or incentive compensation) earned by Executive or Consultant during the 12
months prior to such termination or resignation; provided, that, with respect to
any distribution to the Consultant pursuant to the Company’s 2007 Long Term
Incentive Plan (“LTIP”) during the 12 months prior to such termination or
resignation, only one-third (1/3) of such LTIP distribution shall be considered
‘additional compensation’ for purposes of calculating the Consultant’s payment
hereunder.”

    


    
      	
              3.

            	
              A
      new Section 19 is added to the Agreement as
  follows:

            


    

    


    “In the
event that any payments or benefits received or to be received by the Executive
in connection with the Executive’s employment with the Company (or termination
thereof or otherwise) would subject the Executive to the excise tax imposed
under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise
Tax”), and if the net-after-tax amount (taking into account all applicable taxes
payable by the Executive, including without limitation any Excise Tax) that the
Executive would receive with respect to such payments or benefits does not
exceed the net-after tax amount the Executive would receive if the amount of
such payments and benefits were reduced to the maximum amount which could
otherwise be payable to the Executive without the imposition of the Excise Tax,
then, only to the extent necessary to eliminate the imposition of the Excise
Tax, such payments and benefits shall be so reduced in the following order (i)
cash payments and benefits shall first be reduced (if necessary, to zero) and
(ii) all other non-cash payments and benefits shall next be
reduced.”

    


    
      	
              4.

            	
              Except
      as specifically set forth and changed herein, the Agreement is reaffirmed
      and remains unchanged.

            


    



    
      	
               
      

            	
              The
      parties hereto have executed and delivered this amendment as of the date
      first above written.

            


    

    


    LIFE
SCIENCES RESEARCH LIMITED

    


    


    By:  ____________________________

    Name:

    Title:

    


    


    FOCUSED
HEALTHCARE PARTNERS

    


    


    


    By:  ____________________________

    Name:

    Title: